Friendship Is Magic: Prime: Act III
by Darkryt Orbinautz
Summary: The Grand Finale to the series has arrived! The Little Ponies head out into space to find Discord, unaware of what the Autobots have done to him, and what happens next is a series of events that will lead to the ultimate battle for the fate of the Earth between Optimus Prime and Twilight Sparkle! Wait, what? Now featuring the Bonus Story, "The Reign of Starscream".
1. The Stars My Destination

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

_Previously on 'Friendship Is Magic: Prime'..._

_Optimus raised his fist. "Speech this." He shot his fist forward, slamming into Discord's face with such intensity that Discord's snaggletooth ejected from his gums._

_Black cables whipped and entangled the Draconequus, who looked at them with concern._

_"Well...this is unexpected."_

_The black cables began to pump electricity through him, eventually knocking him out and sending tumbling off his chair. Three men in full-body suits wearing oranges goggles walked over to the unconscious body._

_One of them pulled a walkie-talkie and activated it. "MECH-1 to Silas. We've discovered a strange, chimeric creature...your orders?"_

_The walkie-talkie was abuzz with radio static before a reply came._

_"Bring it in."_

_"After much testing and training..." Celestia looked to a scientist whose face had been burned black with soot. "We are ready to send this six ponies out to stop and arrest Discord, and bring him back to Equestria!"  
Twilight Sparkle, Rarity, Applejack, Rainbow Dash, Pinkie Pie and Fluttershy all boarded the ship._

* * *

FRIENDSHIP IS MAGIC: PRIME ACT III SOUNDTRACK

TRACK 1: INTRO SONG:

_Extended 'Friendship Is Magic' Intro _

PERFORMERS: The Girls

_My Little Pony, My Little Pony, _

_What is friendship all about? _

_My Little Pony, My Little Pony _

_Frrrriiiendship issss maaaagic! _

_(My Little Pony) _

_I used to wonder what friendship could be. _

_(My Little Pony) _

_Until you all shared its magic with me. _

_When I was young I was too busy to make any friiiiends. _

_Such silliness did not seem worth the effort it expends. _

_But my little ponies, you opened up my eyes _

_And now the truth is crystal clear, as splendid summer skies. _

_And it's such a wonderful surprise. _

_(My Little Pony) _

_I used to wonder what friendship could be. _

_(My Little Pony) _

_Until you all shared its magic with me. _

_When danger makes me want to hide (Want to hide), you'll Rainbow Dash to my side! (Rainbow Dash to my side...)_

_Kindness is never in short supply, once smitten twice Fluttershy. _

_For honesty no poooony caaan de-ny, you are the Applejack of my eye, _

_A heart that shines so beautiful, a Rarity to come by _

_And you all make fun and laughter as easy as Pinkie Pie! _

_(My Little Pony) _

_I used to wonder what friendship could be. _

_(My Little Pony) _

_Until you all shared its magic with me. _

_Our friendship's magic and it's growing all the time. _

_A new adventure waits for us each day is yours and mine. _

_We'll make it special every time! _

_We'll make it special every time! _

_(My Little Pony) _

_What a wonderful wonder friendship brings _

_(My Little Pony) _

_Do you know you're all my very best _

_(Friends!) Friends, you're my very best _

_(Friends!) Friends, you're my very best _

_(Friends!) Friends, you're my very best _

_(Friends!) Friends!_

* * *

_Twilight Sparkle is my name,_

_and Equestria is my nation_

_Where my friends are is my resting place... _

**Friendship Is Magic: Prime: Act III**

**Chapter I :...The Stars My Destination!**

**_Episode Synopsis_: The ponies get in a bunch of space hijinks and shenanigans...in SPAAAAAACE!**

* * *

In the black space just above the atmosphere of the pony home-world Equestria a spaceship with a large pointed bow and forward-swept wings hovered, propelling itself through space at slow pace. the ship was rather small, barely larger then the average comet. For this ship was special ship- a replica of the infamous Decepticon flagship _Nemesis_, rescaled and slightly altered for use by different species entirely...a species who have ability's and impact on their environments that only be called 'magic'...a species whose magic leaves them with an identifying tattoo... species who come in a variety of colors and shapes with three primary 'types'...a species...

called Little Ponies.

Within the ship, there were six of these ponies, two Pegasi type, two Earth pony type, and two unicorns dressed in blue skintight suits with green rimming and clear globes on their heads.

One of these Pegasi, a dark cyan pony with with a rainbow-colored mane whose identifying tattoo- her Cutie Mark, was that of a rainbow-colored lightning bolt coming of a cloud with magenta eyes, slammed a hoof against the railing of the bridge. "Uuughh! Can't this thing go any faster?"

"No, Rainbow Dash." A lavender skinned horned pony with a six-pointed star cutie mark and mane of various pinks and purples told her. "This ship's specs were based off the _Nemesis_' specs, and the _Nemesis_ was meant for war, not exploration." Twilight Sparkle explained.

Rainbow Dash grabbed her head with her hooves and groaned in frustration. "Every second we spend hovering through here is another second Discord is spreading chaos and disharmony and lack of friendship in whatever world the Decepticreeps took him to!"

"Your desire to re-imprison Discord before he harms innocent someponies is admirable, Rainbow Dash." A purple-maned white unicorn- Rarity- stepped forward. "But blindly rushing forward intended to crash into him will help nopony."

"Right, Rarity!" Twilight agreed. her horn flared reddish-purple, and a section the ship's wall displaced itself, revealing a storage cabinet. A quill and notebook enveloped the same glow levitated over to front of Rarity. "Which is why you, with your attention to detail will be recording each world we go to until we find the one that Discord is on!"

"Uggggghhh!" Dash complained, "That'll take foreeeevveer!"

"Not nessicarily." Twilight responded, walking up to the bridge's controls. "Discord couldn't have simply flown up into this..." Twilight gazed out the ship's main window. "Empty black space...so he must have been on the Decepticon ship, so if hasn't been too long, I can calibrate and trace the Ion trail to the ship's trajectory..."

Twilight turned around to see Rarity and Dash with unmoved, confused expressions on their faces. She signed, unenthusiastic with giving them the laypony's explanation.

"I can track its footprint if the footprint hasn't faded."

"Sweet!" Dash cheered.

"Don't get too excited_ just _yet, Dash. It's entirely possible that the Ion trail has faded..." Twilight explained as she pushed various buttons.

Rarity and Dash put their hooves to their chest, hoping the trail was still there.

Within the hall, Applejack, Fluttershy and Pinkie Pie were gathered around playing a card game.

"So, how long y'all reckon before we find some clue to that no-gooder's wherein-abouts?" The orange cowpony questioned.

"Oh gee, I dunno...this...space stuff seems awfully big..." Fluttershy mumbled.

"Don't worry A.J! We'll find him and then we'll have a huge epic duel with bucking and biting and swords and avenge our Dojo master Celestia after finding it was Discord who banished him from Equestria all those years ago, and then we'll rescue Celestia and we can resume our training to the Ultimate Pony Warriors!" Pinkie...'reassured' them.

Applejack and Fluttershy stared blankly before Applejack shook her head back and forth. "There so many things wrong with that, ah don't even wanna _start_ on 'em."

"AHAHAHAAH! YES!"

"What was that!?" Fluttershy exclaimed fearfully, making a failed attempt to hide behind her cards.

"Sounded like Twilight getting excited 'bout somethin'." Applejack answered, wrapping a hoof around Fluttershy's neck in an effort to comfort the startled pegasus.

"Ooooooh! That reminds me! What are we gonna call our ship?" Pinkie questioned.

"Call it?" Applejack replied.

"Yeah! I mean, sheesh, Applejack. Every great ship has a name!" Pinkie responded, "Say, isn't this based off the _Nemesis_, but made for ponies? So...what about the '_Ponysis_'? Oh, and another thing! We need a team name, like 'The A-Team' or 'Pony Rangers' or 'Celestia's Hoof'! I got it! 'Squadron Harmony'!

"Harmony?" Fluttershy questioned.

"Yeah. You know, The Elements of Harmony! Magic, Honesty, Laughter, Loyalty, Kindness and Generosity!" Pinkie Explained.

"Ah like it!" Applejack agreed, "...Not such a big fan of 'Ponysis', though."

"Shouldn't we run this by Twilight, though?" Fluttershy peeped out.

"Yer right, Fluttershy. C'mon." Applejack removed her hoof from Fluttershy, put her cards down motioned for Fluttershy to get up.

The three ponies trotted to the bridge where their other companions were. They seemed rather lit up, like something good happened.

"You three seem cheerful." Applejack observed.

"Twilight found an Ion thingy we can use to find Discord!" Dash replied.

"Uh, Hooray!" Pinkie noted, not really knowing anything about Ion thingies. She walked up to beside Twilight. "So, Twilight, we were thinking of naming ourselves 'Squadron Harmony and the ship 'Ponysis'. What do you think?"

"Yes to ' 'Harmony', no to 'Ponysis'. I say the ship shall be dubbed _Iron Hope_, referring to its sole purpose is to get us to Discord's location so that we can suppress disharmony." Twilight answered in the midst of her focusing on the Ion trail.

"Okie-dokie-lokie!" Pinkie saluted.

Twilight put her hoof to her chin, "Following this Ion trail will take awhile..."

"Oh, oh! What we sing a song to pass the time?" Pinkie questioned. "Everything goes faster with songs!"

The ponies exchanged looks of uncertainty before shrugging and nodding. "O.K." "Sure." "Eeyup." and "Why not?" was the general gist of the answers.

* * *

FRIENDSHIP IS MAGIC: PRIME ACT III SOUNDTRACK  
TRACK 2:  
_Song: The Stars Our Destination_  
_Performed by_: The Girls

_Genre_: Classical

Twilight Sparkle:  
_We are on a mission...assigned by Princess Celestia...to fiiind!_  
Rainbow Dash:  
Discord! _The jerk! We're gonna get him and-_  
Fluttershy:  
_Spare this space from his chaaaootic work!_  
Applejack:  
_Ah know we got that trail thing, but still it's haaarrrd_  
_to believe that we can find Discord amidst all these stars..._  
Pinkie Pie:  
_Don't worry, A.J! Drop that frown-a-tion!_  
_I'm sure we'll reach our desssstinatiiion!_  
Rarity:  
_Pinkie is right, Applejack dear!_  
_There is really no need to fear._  
_Though the void of space is quite large_  
_We'll find our way with Twilight in charge!_  
Flutttershy:  
_I suppose we can wait for tiiiime... to pass!_  
_For these stars are like beautiful beads... ooof... glass._  
Rarity:  
_I must agree with Fluttershy_  
_It's quite a feast for the eyes_  
_These stars like millions and millions of fireflies!_  
Twilight Sparkle:  
_Wait, my friends!_  
_That's not the meaning of this er-rand!_  
_It's not some viewing vacation!_  
_We need to focus on our destination!_  
Rarity:  
_Yes. Right. Of course. Sorry, Twilight._  
Applejack:  
_If we want to put Discord back in his cage,_  
_We have to all be on the same page._  
_Cos' if you recall, friends of mine_  
_Differences were what he used against us last time!_  
Pinkie Pie:  
_We'll play games and sing songs_  
_while we wait to right Discord's wrongs!_  
_No time for procrastination..._  
Fluttershy:  
_Or agitation..._  
Rarity:  
_Or sleep deprivation..._  
Twilight:  
_As we roooam..._  
All Six:  
_The Stars Our Destination!_

* * *

"That was quite relaxing." Applejack admitted. The ponies started muttering agreements when the tip of a greenish-blue wing appeared in the ship's window.

"What's that?" Fluttery questioned, pointing a hoof at the offending wing.  
Twilight examined the ship's radar, which was very much showing a large object in close proximity. "I... I don't know. Squadron! Attend your stations!"

The ponies did as instructed splitting up to different parts of the bridge, expecting something dangerous to happen, courtesy of the mystery object at any moment.

Nothing did.

The ponies turned to face each other.

"Nothing's happenin'." Applejack observed.

"Best to leave it alone, then." Rarity offered.

"Wait." Twilight objected. "This thing's not doing anything...at all. That's more disconcerting to me then if they did something, because it might mean it's incapacitated somehow."

"Twilight, you're not...you're not gonna make us investigate, are you? That will cost so much time!" Rainbow Dash questioned.

"It will, but if somepony's in danger, I don't think they can wait for us to find Discord and come back. Land." Twilight ordered.

"Twilight! We don't have the time-!" Dash objected.

"Rainbow Dash. There could be ponies in danger on that thing. There could be lives at stake."

"I'm afraid Twilight's right, Dash." Rarity interjected, "If we come back and find ponies who've...moved to the next plane on that thing, it will be on our conscience."

"_Land_." Twilight commanded.

Dash huffed, but she and A.J proceeded to execute the instructions. The _Iron Hope_ floated up and around until it landing on the wingtip. Twilight, Dash, Applejack and Rarity proceeded to leave the ship in pursuit of a rescue mission, Pinkie Pie and Fluttershy left behind on the ship to supervise.

"Make sure you bring the quill and pad and record our advent here, Rarity." Twilight instructed.

"Yes, of course!" Rarity saluted, levitating the instruments with her magic, scribbling a highly-biased account of the events thus far.

_And so, being the fearless and generous leader I am, I encouraged the crew to land on the mystery object. I stepped forward first, intent on rescuing whatever ill fate has befallen whoever is suffering on this vessel. Being the leader, I went first._

Of course, Rarity was neither the leader nor going first, being behind Applejack, Dash and Twilight Sparkle.

The thing was clearly another spaceship. It seemed to be normal water-ship in build, except for the forward-swept wings. Like somepony had taken a very large military oceanfront ship and retrofitted it for space travel. The ship had a large control tower on top, to the side and was teal-green in color.  
"I don't see anypony..." Applejack observed.

"That's because their on the inside!" Twilight explained.

"If they're there at all." Rainbow Dash seethed, though Rarity nudged her in the knee. The four ponies trotted on the wing until they got to the top

of the thing. They looked around some more. Twilight pointed to the control tower, "There's probably an entrance there!"

They rushed towards the tower, the truly huuuuge size and other technical details of which becoming more and more apparent as they got closer.

They got to it's side and looped around to find an entrance, which was a gigantic silver, two piece door, like a elevator door with the corners rounded.

"That is a very big door." Applejack noted.

"Very big." Rarity agreed.

"Almost too big for a pony...but just the right size for a full-grown dragon." Twilight added.

"Oooor...a Decepticon." Dash suggested. "Still feel up to a rescue mission?"

Twilight and the others looked at each other with grave seriousness.

Twilight closed her eyes and took in a deep breathed and shook her head. "Yes."

Twilight's horn shimmered with energy as she shot a beam from it into the door, causing it to open and reveal the silver, detail-laden chamber within. They stepped inside uncertainly, Twilight using her magic to close the door back up and activate the elevator once they were all in.

A loud, deep hum came from the chamber as it sunk, bringing the ponies down the ship's inner chambers. When the humming and elevator stopped, the doors opened to reveal two things that were just a little smaller then the Decepticons, and had a very zombieish mix-up looked about them, with wheels, wheelguards, spikes and spokes placed on their bodies on various places. Rust adorned their bodies, giving them dark red and bright orange coloration, save for the bits of their limbs that were silver. They looked as though piles of scrap in a scrapyard had been brought to life.

Rainbow Dash reared up and snorted, ready for a fight "Decepticons! Bring it!"

The two scrap monsters turned towards each other, then to Dash. "Bring it?" even their voices sounded like scrap, having this crunching noises in them like the sounds of factory work.

"Yeah! Bring it! I'm not afraid of you!" Dash made an air jab with her hoof.

"Why should you be?" The one the left questioned.

"No need for there to be alarm; Junkions mean no harm!"

"Junkions?" Twilight questioned. "What's a Junkion?"

"Junkions! From the Planet of Junk, made from 100 percent recycled materials!" The one on the right explained.

"Planet of Junk? Tell me more!" Twilight asked, getting that twinkle in her eye that she got when faced with a new book or research topic.

"The Planet of Junk was a dumping ground for Cybertron's excess materials in it's Golden Age. After some time, contact between the two was lost, and the people who managed the junk soon evolved into their own culture, and the Planet soon became a refuge for lost spacers and independent criminals looking to leave behind their rogue ways." The left one explained.

"Why are you on this ship?" Twilight questioned.

The two Junkions became strangely silent with grim looks on their faces. Applejack broke the silence.

"Twi, ah appreciate y'all's want to learn, but we came here 'cause we were worried about anypony being in trouble. These Junkions clearly aren't in trouble, so problem solved. We need to get back to huntin' down Discord!"

Twilight groaned slightly, but knew the cowpony was right. "All right. " Twilight's horn glowed with magic, ready to reactive the elevator, but the left Junkion stuck out his hand to keep the doors from closing.

"Wait." he said, "We are in trouble."

"In trouble we will be, after this becomes known to _he_!" The right one exclaimed.

The glow on Twilight's horn died down. "What do you mean?" she asked with concern, her friends frowning in anxiety.  
"We and many other Junkions, including our leader, Wreck-Gar, were forced to upgrade this ship and board as the slaves by the ship's original members...The Star Seekers."

"Star Seekers?" Twilight questioned with concern.

"No, no more learning egghead!" Dash objected. "We're leaving this ship now."

"If you want to keep your head, you'll let these creatures go ahead and leave!" The left Junkion warned, desperately trying to steer get his companion away from this course of action.

"Please, our leader, Wreck-Gar and his best mate Detritus possess the power to defeat the Star Seekers commander, Thundertron, but cannot for fear of what Thundertron would do to us. If you could help us in any way..." The right one begged.

Twilight, Rarity, Rainbow Dash, and Applejack all gathered and huddled around each other.

"We really don't have the time to help them."

"Yes, but they're here unwillingly. They need help.'

"Forget it. Every moment we spend here is another Discord is causing trouble somewhere."

"We can take a small detour..."

"No!"

"Listen, I'm Celestia's student, which means I know her better then you do and I outrank, so what I say goes."Twilight, Rarity, Rainbow Dash, and Applejack all gathered and huddled around each other. After some debate, Twilight pulled the 'I'm the Princess' student' card and thus, the four resolved to help the Junkions.

"Stupid student privileges..." Dash grumbled, not at all enthused at the distraction to their quest.

Twilight turned back to the Junkions. "We will help you."

"I'll won't tell Thundertron about this secret, but when he finds out, you can have all the regret!" The left Junkion exclaimed, meaning essentially that he wasn't going to be part of what he consider a fool's errand.

"Come. I will take you to Wreck-Gar." The remaining Junkion instructed, beckoning them with it's rusted hand. The ponies did as instructed, following the Junkion as it began tiptoeing away. Once outside the elevator, the four equines found the starship looking just as much as seaship on the inside as did on the inside. As the whole group rounded upon a hallway, thunderous footsteps could be heard from the entrance to it.

"Hide!" The Junkion commanded. Thinking quickly, Twilight's horn glowed with power and let off a flash, she, Dash, Applejack and Rarity having become invisible once the light faded.

"Smooth thinking, Twi'!" Applejack complimented.

"Shh!" Twilight reprimanded, "The spell doesn't make us_ inaudible_!" She explained in hushed whisper.

A huge Decepticon-looking robot walked out of the doorway. In fact, he looked just like the Decepticon Breakdown the ponies had encountered during their occupation, except with black instead of blue, purple instead of silver, and gold instead of red. He even had an eye patch, though his was purple instead of black.  
The Junkion stood up straight and saluted, "Cannonball, sir! What can I do for you?"

"Ooo-oooh!" Cannonball laughed mockingly, in a hearty, pirate like voice. "Don't try that 'respect' with me, Scrapbolt! It won't keep you out of trouble for slacking around in here!"

"Slacking off, sir? I was merely doing as instructed and guarding the elevator." Scrapbolt answered.

"They why are you here, and not there?"

"I have something to report to Thundertron."

"What? What is it? Tell me so _I_ can report it!"

"Just that we killed a hive of vermin."

Cannonball crossed his arms and grumbled. "Doesn't seem much worth reporting..." He shook his head, "Oh, whatever! Return to your post!" Cannonball turned and walk off into the hall.

"Nice cover-up...Scrapbolt, was it?" Dash complimented.

"Thank you." Scrapbolt said, turning to face the ponies...or at least, where the ponies had been. "That got run-in got me thinking...You haven't told me your names."

"Twilight Sparkle."

"Rarity."

"Rainbow Dash."

"Applejack."

Scrapbolt bowed, "Scrapbolt, but you knew that already. Another thing...If I take you directly to Wreck-Gar, I will get more suspicion on me then I can shake off."

"So, you can't lead us to him?" said Dash's invisible voice.

"Well, then how do we get to 'im?" Applejack's disembodied voice questioned.

"I believe I have a solution." Scrapbolt reached his arms over his back and began tearing pieces from it. Once he had enough material, he began mashing the parts together, sculpting them into...something.

"Doesn't that hurt?" Twilight asked with concern.

"Naw, not really. See, we Junkions are not only made of scrap, but we can make almost anything out of it." Scrapbolt held up the something. "This here is a map of the ship. Follow it to the bridge, and you'll find Thundertron there. Wreck-Gar shouldn't be far away. Oh, one more thing. Make sure that Thundertron can't hear you talking to Wreck-Gar. He'll get suspicious."

Scrapbolt lowered himself and held the map out, meaning for one the ponies to take it. A blue glow enveloped it and it was put into Rarity's now invisible saddle bag.

"Please hurry. If there's a chance you can free us, then the sooner, the better." Scrapbolt pleaded.

The four ponies nodded, though since they were invisible...nonetheless, they galloped through the hallway door, leaving Scrapbolt behind. They stopped in the middle of the hallway to pull out and consult the map.

"Now, how does thing work?" Rarity questioned, levitating with her magic. She shook it, rocked it and held to her head. "Nothing."

"Let me try." Twilight said, her reddish-purple glow overtaking Rarity's on the jig-saw shaped device. Twilight levitated to her hooves and began fiddling with it, eventually succeeding in activating it and causing a light-green, 3-D hologram to emit from it. The ponies looked at for a bit, Twilight pointing a boxy part of it that seemed the innermost part. "There. That's the bridge."

"You sure?" Applejack asked cautiously.

Twilight nodded. "Positive."

"HEY!" A scratchy, gruff voice snapped. "What's going on in here!"

The ponies whipped around to see another robot, this one white with blue accents, his left hand some bladed weapons, car tires in his ankles and thighs and stubby horns on his ornery-looking head. All he saw was a map that was floating around on it's own. He approached it and reached to pick it up. "Stupid Junkions, leaving prank stuff like floating maps all over the place..." He grumbled. Twilight grimaced. If this new 'bot took the map, they would be completely lost. So she did the only thing that came naturally.

She levitated the map out of the robot's grip. "What?" He reached to grab the floating device, but it floated around and 'round his head, smacking him few times in the process.

"AAAAAAAA! This map's been possessed!" He screamed, taking off running. The four invisible ponies giggled to themselves in victory.

"Thundertron! Thundertron! Demon map, demon map, DEMON MAP!" The robot screamed as he ran for his life down the hallway the way he came.

Dash giggled again. "Heh...Demon map."

"Let's keep going." Twilight urged. The four ponies began galloping down the hallway, floating 'Demon Map' in tow. They came to a fork, which Twilight said to take the left path on. They raced in increasingly smaller square loops, finding belabored Junkions along the way.

"Poor darlings..." Rarity lamented, "You can see the homesickness written all over their faces..."

"As much as I hate admitting it...I don't think I could've left these guys here knowing their living like...like this." Dash said, gesturing towards a Junkion which was having difficulty dusting the ceiling due to his low height.

The group continued onward, eventually finding a staircase that they heard voices coming from the top of it.

"A demon map, Axer? Really?" A menacing voice questioned. It had a booming, echoing quality to it, like the roar of an ocean wave.

"Yes, sir!" The scratchy voice from earlier answered. "It was just floating there, and when I tried to pick it up, it hit me!"

"You realize how ridiculous that sounds?"

"It's true, Captain! Hack into my optic sensors if you don't believe me!"

"You're that sure of it, are you?" The booming voice mused out loud.

"Excuse me, sir." Another voice, a calm, high-class sounding one, like a Canterlot accent, interjected. "But I have a suggestion...rather then spirits, perhaps some we have invisible infiltrators..."

"Cloaking, Brimstone?" The ocean-wave sounding voice asked.

"In a word, yes."

"...That's quite a sound theory. Take some cloaking scanners and Axer will take you to where this... allegedly possessed map was."

The ponies began panicking again as metal footsteps began echoing off the top of the staircase.

"What do we do, what do we do , what do we do?" Rarity bemoaned.

"Quick! Put the map back in your saddlebag. It'll be invisible in there!" Twilight instructed. Rarity did as told, thankfully concealing the map before the white car robot -apparently Axer- and an imperious-looking black robot with gold and gray bits and pterodactyl wings wrapped around him like a robe -likely Brimstone- came down the stairs with vacuum-looking instruments. Twilight Sparkle quickly deduced the instruments were the 'cloaking scanners' and rounded Rainbow Dash, Rarity and Applejack up and quickly ushered them up the staircase, going around and ending up behind Brimstone and Axer.

"Do you hear that? Sounds like something's on the stairs!" Axer exclaimed.

Brimstone dismissed his worries. "In all likeliness, it's just the Junkions messing something up. Keep your focus on the scanner."

Of course, with the ponies behind the two robots, the scanners couldn't find anything, though Twilight started wondering whether cloaking and invisibility spells were similar enough for the scanners to work at all. The ponies stood on the staircase for awhile until Brimstone and Axer were some distance.

"The demon map was this way..." Axer said, leading Brimstone to the hallway.

Twilight looked up the stairs. "The Bridge should be right up there."

The ponies galloped up the stairs, eventually getting to the box room at the top. There was an armored submarine-like door there. The wheel-knob was enveloped in Twilight's purplish-red glow. She grunted with effort.

"_Unnnngh_! It's too strong!"

"Here. I'll help." Rarity, said, stepping forward. The blue glow of her magic added to Twilight's on the door valve, causing the glow to take on a more straightforward purple color.

_Cliiic-click-hiiiiss_! The door was pushed open.

"Got it!" Twilight exclaimed.

"Who left that door open! Agg...Axer..." The ocean-wavy voice growled. The ponies rushed through a robot-leg that was the same teal green that outside of the ship was before the door was closed by it. Once the ponies were inside, they got a good look at the the robot the teal-green leg belonged to. He was big enough and pointy enough to stand face-to-face with Megatron, the Decepticon Lord. He had purple eyes, blue and purple runic lines on his arms and chest, with some sort of hexagon runes just above his wrists. he had a spike-pillar extended past his head on each of his shoulders, claws on his wrist beneath the runes, an artificial lion head on his chest, and his left leg was a steel strut from the knee below, and a sheathed sword on his waist. The ponies just stood there shaking in fear for awhile.

"I'll have to teach that moron how to close a door..." The Megatron-sized robot grumbled.

Beeping suddenly came out of nowhere.

"Oh, now what?" he grumbled. He turned away from the door and walked over to the ship's control panels, the ponies keeping their eyes glued on him the whole-time. He punched a button on the controls. "Thundertron here. What's the problem?"

There was radio static, then an gasping answer. "_Sandstorm...here...Junkion got the drop on me._"

"What!" Thundertron yelled, "Keep yourself online. I'll be right there." Thundertron cut off the communications and turned his head to the left of the room. "Can't you keep your own people in line, Wreck-Gar?"

_Wreck-Gar?_ Twilight noted mentally. The ponies watched as Thundertron stomped out of the room, slamming the door behind him.

"So that was Thundertron..." Rarity noted.

"Wonder if he and Megatron are related..." Applejack wondered aloud.

"Well, skin me up and call me Barney the Dinosaur! Spirits!" A cheery voice announced. The ponies looked over the side of the room to see two Junkions standing there.

One had pistons and pulleys and chomper jaw pieces attached to it, with a square head shaped like a T.V, completely with dials on it's cheeks. Though the white, aged face with a some sort of robot beard attached ruined the image somewhere. He looked quite lively, despite the age signs.

The other one was a darker shade of brown then most of the Junkions, with a boxy head more like a jeep's shape. which was fitting, since he had a jeep's front grill meshed up messily in his chest. There was a rocket launcher on his shoulder as well. He seemed rather stoic and unmoved, in contrast to his partner's liveliness.

"Excuse me, sir, but I believe there is a reasonable, non-mythological explaination for these voices. If you recall, Thundertron suspected cloaking technology is in play." The stoic looking one reminded in an equally stoic voice.

"Oh, oh yes...that's right...shame. I was quite ready to commune with the supernatural." The piston-filled one lamented.

"Well, if it makes you feel better, we do use magic." Twilight offered.

"Oh, how Grand!...er, who's 'we'?"  
A flash of light filled the room, and the ponies were made visible once more.

"We're little ponies. I'm Twilight Sparkle, and these are my friends Rarity, Applejack, and Rainbow Dash."

"How do you do?"

"Howdy!"

"Hi."

"We're Little Ponies on a space-faring mission to find a loose criminal from our world." Twilight Sparkle explained, "But we took a detour to investigate this ship."

"Oh how delightfully unexpected of you! Do you have time to play with us some?" The lively Junkion questioned.

"Er, no. So sorry, darling." Rarity answered, "In our investigation we were told you had been enslaved by Thundertron and promised Scrapbolt we'd help free you."

The Junkion's liveliness seemed to die down. "Oh...is that right?"

The ponies nodded. The Junkion turned and walked away a few steps. The ponies looked at him with concern.

The stoic one stepped forward. "Please forgive Wreck-Gar. He believes we are beyond help."

"That's a terrible thing to believe!" Applejack exclaimed.

"Yes, but we have had no evidence of there being hope for us." The Junkion replied.

"Scrapbolt told us Wreck-Gar could beat Thundertron!" Rainbow Dash yelled.

The stoic Junkion chuckled, a smirk on his face for the briefest second. "Did he, eh? Good old Scrapbolt...I would like to agree with you, but Wreck-Gar himself may not feel the same way..." The Junkion turned his head towards Wreck-Gar.

"Bah." Wreck-Gar scoffed. "Don't give me ideas, Detritus. Thundertron could take any blow I threw at him, and then he would punish everyone..."

Detritus signed, then turned back the ponies. "See? No hope at all." he shook his head, "You said you promised to help, but against Thundertron, what chance do you have?"

"Hey pal! We managed to beat Megatron! Ever heard of him?" Dash snapped. Detritus nodded.

"Most certainly. The Decepticon Lord?" Detritus replied.

"Yeah! He came to our world, and we sent him packing!" The pegasus boasted, flying up with her wing slightly.

A certain cowpony in the room felt that was something wrong with that. "Uh, R.D? We had the Elements to do that with, and those are back on the ship."

Dash looked at Applejack, incredulous. "So?"

"So I don't think we can use a Laser-Rainbow-Burning-Thingy on Thundertron like we did Megatron!"

"Stop it, both of you!" Twilight snapped. "Arguing will do nothing to change anything, and we need to change Wreck-Gar's option of the situation!"

"Don't bother." The Junkion Leader informed them. "Unless you yourselves can beat Thundertron singlehandedly, there's no convincing me of any hope."  
Footsteps echoed from outside the door ominously.

"I hope that Wreck-Gar will make you see the reason behind your folly..." came out from the other side of the door.

"Thundertron is returning!" Detritus yelped. "You must hide quickly!"

"Twi', can'tcha ya make us all invisible again?" Applejack queried.

Twilight's horn glowed in vain, "No! The spell's on cooldown!"

There was a _chh-choo-chee-che-chnk_. "Quick, in here!" Wreck-Gar commanded.

The ponies looked at Wreck-Gar to see a large canister popping out his back. "Seriously? You want us to go in there?" Dash asked incredulously. "Who knows what junk could be in that thing?"

"It's either in there with the Junk, or out here with Thundertron. Take your pick." Applejack informed her. Dash crossed her hooves and huffed, but relented. Wreck-Gar came over and scooped the ponies to put them inside his back-canister.

"Be very quiet." Wreck-Gar instructed.

"Got it!...whoops." Dash responded, quickly realizing her mistake.

The door swung open brutally, Thundertron stomping in with a battered and beaten Scrapbolt in tow. The pirate captain threw the battered Junkion at Wreck-Gar's feet.

"Scrapbolt!" Wreck-Gar exclaimed, bending down to help the battered Junkion up.

"Reprimand your subjects like a _good king_. I must make sure Sandstorm is tended to..." Thundertron left the room.

"Scrapbolt, are you all right? What happened?" The ponies poked their heads out of Wreck-Gar's back canister enough to see what happened.

Scrapbolt's injuries detracted from the cuteness of the action.

"Whoooa..." Dash noted. Applejack grimaced and Twilight frowned, while Rarity put her hooves to her mouth in worry.

Scrapbolt coughed, "Figured you and the ponies would need some 'away time' from Thundertron...long enough to discuss (_Hurf-haf_!) a plan...So...I jumped Sandstorm."

"What were you thinking?" Wreck-Gar reprimanded.

"I was...thinking you and the ponies could do...something."

"Like what?"

"Anything...anything would be better than nothing, which is... all you've been doing."

Wreck-Gar's expression turned to one of shame. Not at Scrapbolt, but at himself. He turned the pony heads sticking out of his canister. "You said you'd help...what can you do, exactly?"

"I can use my unicorn magic for all sorts of things!" Twilight Sparkle announced.

"I'm a super-fast aerial athlete!" Dash bragged.

"Ah'm Apple Family, and Apple Family have the best bucking legs in all of Equestria!" Applejack proclaimed, pound a hoof on her chest for emphasis.

"I have an amazing eye for detail and can use my unicorn magic for...less kinds of things." Rarity added. "That reminds me..." Rarity pulled her notebook and added to it.

_We have resolved to help the poor enslaved Junkions, being the fearless leader I am, I told their leader I would give Thundertron a trashing most severe!_

"We will require a plan." Detritus said.

"Way ahead of you! Well, not completely, but I can whip one up right quick!" Twilight winked.

"Oh, plan, shcmlan! I say we rush in screaming!" Dash snapped.

"My thoughts exactly."  
Dash, Applejack and Rarity's eyes widened in surprise. Twilight wasn't the type to agree with a 'rush in head first with our hooves kicking' type plan.

* * *

Down in the starboard corner of the ship, Thundertron, Axer, and Cannonball all surrounded the downed and beaten Sandstorm, who appeared to turn into a military scout vehicle and was being operated on by Brimstone, while a crowd of Junkions watched under the guise of doing their chores.

"That Junkion got you good, huh Sandstorm?" Cannonball questioned rhetorically.

"Eeyup..." Sandstorm answered weakly.

"Hand me the laser scalpel, will you?" Brimstone ordered. Thundertron obliged, picking the tool in question from the medical kit.

"Perhaps I should've punished whats-his-name more..." Thundertron mused as he passed the tool along.

"You won't be punishing anypony anymore!"

The Star Seekers all turned to see Wreck-Gar, Detritus and...bright, miniture equines in spacesuits in the entrance to the room.  
Cannonball and Axer laughed, "Ahahahahahaha! What is this, some secret weapon of yours?"

"Yeah, or a pet? Hahahaha!"

"Silence." Thundertron commanded in that voice of his that sounded like an ocean wave. The Star Seekers did as told.

"We're Little Ponies!" Rainbow Dash snarled, taking to the air. "And we're gonna free the Junkions from you jerkwads!"

Thundertron raised a browplate. "Really?" He turned and pointed at a Junkion in the crowd, unsheathing his curved sword as he did so. "You there! Stepped forward...I wish to remind Wreck-Gar what happens when he defies me..."

The Junkion grimaced, but did as told, taking up a shaky pace towards the Star Seeker Captain. Thundertron raised his sword in anticaption of the punishment to come.

"Oh no you don't!" Twilight barked, her horn flaring up intensely. A glittery pink force field bubble emanted from it, and expanded to cover the entrance of the room and cut Thundertron, Sandstorm and Brimstone off from the Junkions and other Star Seekers.

"HA! You fool, you've yourselves in here with me and my First Mate!"

"Noooooo..." Twilight drawled, "_You're_ trapped in here with _us_!"

"Is that so?" Thundertron questioned, brow plate raised. "Brimstone, Transform!"

Thundertron proceeded to get on all fours, his head and hands disappearing with a _chh-choo-chee-che-chnk_ as he did so, and transformed into a lion, his sword-sheathe becoming the tail. Clearly, that head on his chest served a practical purpose as well. Brimstone followed suit, his robe unfurling into pterodactyl wings and a beak-mask folding out of his chest and onto his head. Once both Star Seekers were transformed, they let out deafening roars.

Dash's eyes widened. "Where's Fluttershy where you really need her?"

* * *

Aboard the _Iron Hope_, Fluttershy dropped one of her cards. "_Uno_." She whispered meekly.

Pinkie looked the card pile to Fluttershy had placed a blue 7 on it. She looked at her hoof. "Drat!" She drew a card from the deck.

Fluttershy dropped her last card on the card pile. "I win...I mean, if that's O.K."

Pinkie Pie leered at the card pile, seeing that Fluttershy's last card was a red 7.

"Darn!" Pinkie Pie shouted, dropping her cards to show what they were. "Go Fish?"

Fluttershy nodded. "Sure."

* * *

Wreck-Gar reached into the canister on his back and pulled out a staff with a buzz-saw on the top. "All right boys and girls, let's..._dare to be stupid!_"

Wreck-Gar charged. Thundertron pounced.

Wreck-Gar batted Thundertron away with his saw-staff, cutting a wound and causing Energon to leak from the lion-bot's side. Brimstone squawked and rushed up at Wreck-Gar, but Detritus tackled him to the ground. The two bots grappled, grunting and squawking all the while.

Thundertron got on his feet and snarled. He raised his claw, intending to take a pot shot at Wreck-Gar's leg. Rainbow Dash flew at insane speeds strong enough through herself through Thundertron's chassis. The Pirate Captain roared in pain as the pony-torpedo left his systems on the other side.

Brimstone took a talon and slashed right through Detritus' left jeep-grill plate thing. The Star Seeker kicked the Junkion off and pinned him down. "Now pay for your insolence!"

The combined purple glow of Twilight's and Rarity's magic lifted the Star Seeker off and threw up into the force field wall. Detritus got to a knee and fired the rocket on his shoulder straight into Brimstone's chest, leaving a huge smoking hole with cracks trailing off from it.

Applejack leapt up onto Thundertron's neck and bucked him in the back of his head. Thundertron roared and transformed to robot mode, causing Applejack to drop off in the process. Applejack struggled to get up, but Thundertron punted her away. He drew his sword and charged at Wreck-Gar with it raised. The two leaders began to engage in a sword duel, yellowing, burning sparks flying off their weapons as they clanged against each other.

Rainbow Dash looped about for another round, speeding through Thundertron's ribs once again. It proved distracting enough for Wreck-Gar to tear a huge gash on Thundertron's chest with his saw-staff.

Brimstone recovered, and flexed his wings to take off, but the pony-torpedo that was Dash charged through his chest as well, causing the pony to bang against the force field.

Applejack stumbled to her hooves and charged at Thundertron, bucking his foot. Thundertron's eyes twitched as he yelled in pain. (Foot pain hurts, no matter the species).

Twilight Sparkle charged up energy in horn. Her tailed perked up and down like a trigger as she let it loose in the form of a huge laser blast, one strong and powerful enough to blast Thundertron completely down, sending the robot's steel strut peg leg away and knocking him unconscious.

Twilight dispelled the force field just as Detritus got up to his feet completely. Detritus pointed his reloaded rocket launcher at the other Star Seekers quite emphatically.

"Anyone else want some?"

Cannonball and Axer both threw their hands up in surrender.

"Good."

Wreck-Gar scooped up Twilght in his arms. "Thank you, Twilight Sparkle. We couldn't have done it without you...and your friends."

Twilight blushed, "Oooh...it was nothing, really."

"You are most certainly welcome! We simply could not stand by while these horrid Star Seekers contained to abuse you so!" Rarity exclaimed.

"Wait!" Applejack exclaimed. "Now that we beat Big 'T' over there, how are y'all gonna get off this ship?"

"Simple." Detritus answered. "The Star Seekers forced to equip their ship with a Space Bridge. We can use that to warp anywhere, including to our home."

Wreck-Gar set Twilight down and saluted. She saluted in return. "Junkions! We are going to get off this and rebuild our home!"

The Junkions cheered and applauded. Twilight Sparkle, Rarity, Rainbow Dash and Applejack left the ship through the elevator as the Junkions rounded themselves up and left through the space bridge. The ponies didn't stick around long enough to find out where it was.

* * *

"Oh my goodness!" Fluttershy exclaimed as Twilight concluded the tail of thier adventures aboad the Star Seeker's ship, the Tidal Wave.

"Sounds like you four had quite a ride!" Pinkie commented.

"Got that darn right..." Applejack agreed, a water bottle clutched in her hooves.

"Oh, um...Twilight? Are we sure that the Ion trail hasn't faded completely in the time you were helping the Junkions?" Fluttershy questioned.

"Yes. There's no way it could have lasted that long."

The other members of the Squadron heads drooped low in depression. How were they going to find Discord now?

"Not to worry, though!" Twilight assured them, tapping a hoof to her head. "Photographic memory. I can keep following it where we left off!"

The ponies let out a collective cheer of joy. Twilight immediately set to work to send the Iron Hope on where she (Photographically!) remembered the Ion trail leading.

"We'll find him in no time!"

_20-ish minutes later..._

The _Iron Hope_ swerved and swayed to avoid the asteroid belt they had flown in following the Ion trial. Dash's pilot skills were certainly getting a workout.

"Rocks. Rocks!" Applejack exclaimed, flabbergasted at the notion that there could be rocks in space.

Rarity divided her attention to her notebook and her role on the ship.

_In the process of our star-faring journey, I had to defend my crew from voracious rock monsters! I held fast, blasting each one down with an expert blast from my horn. But they were so many! How was I to take them all on?_

"Rarity!" Dash scolded, "Put your notebook away and focus on the ship!"

Rarity scoffed. "I see no reason why I cannot focus on both."

The two began bickering, much to Twilight's exasperation.

* * *

Back aboard the _Tidal Wave_, Thundertron and Brimstone were worked by Cannonball and Axer, having already repaired Sandstorm.

"Nrrrrr...Those...four-leggers will pay for this..." Thundertron snarled, making a vain effort to get up. Cannonball pushed him back down.

"Sir, please! We haven't reattached your strut!"

"Then REATTACH IT ALREADY!" Thundertron bellowed. Cannonball nodded his head and motioned for Axer to bring the strut over.

"Here ya go, sir." The white and blue robot offered to Thundertron meekly. Cannonball took the strut and began to hammer it back in The Star Seeker Captain's knee.

"Are you finished?" Thundertron growled, his patience being tested.

"Almost." Cannonball hammered the knew once again, finally resealing the makeshift limb.  
Thundertron lifted his leg up to test the sturdiness of his repair and stood up after deeming it sufficient.

"Sir, please...we should check your other damaged..._errk_...parts." Brimstone groaned.

Thundertron dismissed his concern. "Bah! My parts are fine!" he began walking away from the medical room. "Sandstorm! Axer! With me!"  
The two addressed Star Seekers exchanged slightly worried looks, but did as instructed.

They followed Thundertron to a huge gate-like ring smack-dab in the middle of the ship- The Space Bridge.

"Ooh! Ooh! Are we gonna go enslave the Junkions again?" Axer asked with excitement.

Thundertron gave him a resounding slap. "No, you one-track vehicle. We're gonna make the four-leggers pay for mine and Brimstone's humiliation. Activate the Bridge!"

The Bridge was activated, energy the colors of rainbows surging from it. A shock wave that rotated between those colors, being purple one second and pink the next, and so on emitted out of the Tidal Wave's outsides, warping the ship right behind the _Iron Hope_. Which, ironically, the energies of the Bridge's transwarp cleared away the asteroid field which had been dogging the ponies' ship.

"What happened?" Twilight Sparkle exclaimed.

"Cap'n Sparkle, rear view shows the _Tidal Wave_ behind us." Applejack reported. Twilight's shoulders and eyebrows raised up in alarm.

"Turn this ship around and fire!" The lavender unicorn commanded.  
The _Iron Hope_ slowly rotated around, laser guns popping out of the outside of the bridge's bottom.

In the Star Seeker's ship, Thundertron ordered the Space Bridge be activated again. The chameleon shock-wave erupted out once more, this time taking the _Iron Hope_ with it to unknown space. The ponies were all disoriented from the warp.

"Oooh..." Twilight complained, rubbing her head sorely. "Feel like I just went through a GroundBridge with a dozen times the voltage..."

"Me too..." Rarity agreed, struggling to stand up.

"Ditto..." Applejack and Rainbow Dash said in unison.

"Me three..." Pinkie whined.

Fluttershy, while wobbly, seemed less affected by the forced transport, helped by the fact she went through a GroundBridge more times the others during the Decepticon Occupation. She was also the first to realize the Tidal Wave was still staring dead at them.

She rushed over to Pinkie's control panel and began pulling the triggers. Unfortunately, the pony-sized lasers left little more then dings on the massive Tidal Wave.

The front of the _Tidal Wave_ glowed light blue as it charged up it's return fire. The power of the blast was enough to tear the Iron Hope in half and cause it to began speeding downwards. Everypony screamed and huddle together as they realized what had happened.

"Everypony, if this is the end...I want you to know there's no other ponies I rather go out with." Twilight assured them. The other five shared the sentiment.

Their visions went black the ship finally impacted something with enough force to tear the remains of the ship to smouldering bits.

Thundertron kept the _Tidal Wave _where it was, basking in his victory for a moment before ordering the Star Seekers to move away.

* * *

Aboard two opposing bases, one in the moon, the other a tower of the capital of the enemy faction, a crashing object was traced in the sky by them both simultaneously. The Commanders of both factions ordered squadrons to track it down.

* * *

"Buh...No, no!" Twilight yelled. "You're handsome, Big Mac, but your sister...oh, if you insist...mmm...your lips are so cinnamony..."

"Twilight Sparkle?" A high-class voice asked with concern.

"Oh, please don't be mad at me, A.J...It was his idea...mmmm..."

"TWILIGHT!" A southern voice yelled, bringing Twilight to her senses.

"What? What happened? The Star Seekers shot us down and..." Twilight questioned.

"And we crashed." Applejack offered. "Y'all were the last one to wake up. Ya were muttering somethin' 'bout my brother? "

Twilight got to her hooves, a pink blush on her cheeks. "Um...well...no! I wasn't! I don't fantasize about engaging in questionable activity with Big Macintosh!"

Rarity put her hoof on Twilight's shoulder. "It's okay darling. Everypony does that."

Applejack raised her eyebrow.

Twilight nodded and looked around. "Where are the others?" Twilight looked around to see they were standing on top of a huge pile of rubble, the remains and supplies of their ship having recently been added to it. Pinkie Pie was bouncing around while Fluttershy fluttered and Rainbow Dash soared about, each one attempting to salvage the supplies that flew out of thier ship. The three ponies slowly but surely made a pile of the supplies by the other half of the group.

"So, how are we gonna carry all this stuff?" Dash inquired.

"Easy!" Twilight replied cheerfully. "I'll use my magic to cause a mass displacement disorientation!"

The ponies blinked blankly.

Twilight blinked back. "I know a spell that will make our bags bigger on the inside."

"Oohhhh!"

Purplish-reddish light shot from Twilight's horn in six direction, directly blasting the saddlebags on all the ponies haunches.

Applejack looked at her bag curiously. "Doesn't_ feel_ any different..."

"It's not supposed to! Here, take that air tank and put it in." Twilight instructed. Applejack bit the top of the air tank with her mouth and slid into her bag, the much larger tank sliding quite easily into her bag.

"Saaay, that's a might fancy trick, Twi"!" The cowpony complimented.

"Oh my goodness! Look!" Fluttershy exclaimed, fluttering above ground slightly and pointing her hoof at something.

"What?" The other ponies exclaimed, looking where Fluttershy was pointing while scooping their supplies up into their bags, each taking their respective Element, with Twilight taking the box. They saw what it was quite quickly, seeing multiple silver towers, some of them damaged and rusted to copper or completely crumbled with blue lights standing off in every direction away from the rubble pile they were on. Additionally, the sky was a blackish-blue with more stars in then there ever were in Equestria's skies. The ponies heads' practically swiveled as they realized they were two parallel moons on opposing ends of the sky. They imagined two Princess Luna's, one of which was smaller then the other, raising them as the sun fell down. Even with the towers that were partially or completely destroyed, the landscape was beautiful.

"Woooow..." The ponies gaped collectively.

Twilight stomped her front hooves. "I think we've had enough sightseeing. We need to either repair the ship or build a new one."

The ponies groaned in complaint, but they all knew Twilight was right.

With timing that only a mastermind could have managed, the pile of rubble choose that moment to begin collapsing. The ponies screamed and whinnied as the metal carried them away from each other, their hooves reaching to try to grab somepony- anypony!

Once the collapse had finished, Twilight found herself separated from her friend by the rubble. The fear Discord was behind this began worming it's way into her mind.

"Girls? Girls, can you hear me?" Twilight yelled. There was no reply. "GIRLS! GIIIIIIIIRRRLS! CAN YOU HEAR ME?" she yelled as loud as she could. Based ion the lack of response, Twilight concluded they couldn't. She scratched her chin with her hoof, then pounded her other front hoof against the floor in pride. "Got it!" she shot off a spark from her horn which rocketed into the sky and turned into a representation of her Cutie Mark. "There's no way they can't see that!" She told herself proudly.

Rarity, Applejack, Rainbow Dash, and Pinkie Pie all saw the beacon, and knew that was a signal from Twilight. They each took off in different directions and set out to _rendezvous_. Rainbow Dash decided to take the easy route and just fly over the rubble, crash-landing right to Twilight's side.

"Are you okay" Twilight asked, seeing that Dash's eyes had stars in them.

"Fine worry, Don't I'm!" Dash stuttered, her head bobbing up and down as she worked herself to her hooves.

Twilight helped Dash get steady, and Dash gasped. "What?"

Dash pointed the direction facing away from the rubble. They were some sort of huge alleyway, which wouldn't be so bad. Except for the fact starry, dark purple lights were emitting from almost everywhere.

"What do you think it is, egghead?" Rainbow Dash asked nervously. She wasn't the kind of pony to be scared, but for some reason, these lights were giving her the creeps.

"I think it's beautiful..." Twilight said dozily, like she was hypnotized. She walked over it creepily slowly and bent her head to bask in it.

Dash rushed over and slapped Twilight upside the cheek. "Hey, egghead! Now is not the time for spacing out!"

"Wha-?" Twilight muttered, "Oh...um...yes. You're right, Rainbow Dash. Best to just wait for the others."

* * *

Most of the Squadron saw the signal flare and rushed off to Twilight Sparkle's position.

Except for the much more easily startled Fluttershy, who was pawing (Hoofing?) at the rubble in a vain attempt to dig it away.

"Girls! Girls, don't leave me here! You know how I feel about being alone without my animal friends!"

Fluttershy heard a_ thump_ behind her. She turned around shyly.

"Girls?" she whispered.

She saw a huge shadow, much too large to be a pony of any species lumbering towards.

"Girls?" she asked again, scared. She took in a deep breath. _O.K, Fluttershy. There's nothing to be scared about. It's probably just Rainbow Dash pulling an poorly-timed prank. Yeah, that's it..._

Fluttershy stomped her hoof. "This isn't funny, Rainbow Dash!" She yelled.

The shadow kept lumbering towards her.

Fluttershy faltered, but she screwed up all the courage she had.

"I-I mean it! Knock it off _right now,_ Dash!"

The shadow kept lumbering.

"That. Is. It! When life becomes a thorn, you grab it by the horns!" Fluttershy snarled, charging headfirst at the shadow. But as she got closer, she could see there was _no way _it could've been a prank by Rainbow Dash.

"Oh...um...dear." Fluttershy mumbled, trotting backwards slowly. "Um, Girls?"

The shadow lunged forward and grabbed Fluttershy's head with a massive claw, then brought her head to the ground to pin her.

"_GIIIIIIRRRRLS!_"

* * *

Back in the tower, a cyclopian figure brushed his single eye over the scanners.

"Hmph! There's life at that crash site." he noted. "Wait..." He said suspiciously, brushing his eye across the board again. "_Organic_ life?"

"_You want us to intercept, sir?_" A growling voiced asked over the commlink.

"No." The cyclops answered. "I will dispatch the other team..."

The cyclops pushed a button on another part of the board, causing doors to open in the bottom of the tower and vehicles to roll -or fly- out of it.

"Go forth... and bring them to me!" he instructed.

* * *

As she tried to reach Twilight's signal flare, Rarity carefully trotted through and over the scrap piles in her way. "Lovely, just lovely. We go to find a ruffian, help free an enslaved species, and get blasted it for it. Of all the ungrateful rewards..." The fashionista huffed and blew a bang of her hair out of her face. "Wonderful. Now the stress is getting to me and knocking my beautiful _coiffure_ all out of sync!"

Rarity sat on her haunches, out of despair for her appearance when she heard a WHIR-WHIR-WHIR-WHIR-WHIR, that was followed by a SCEEEEEEE. She looked up to see a a golden and red chopper and purple...something flying overhead.

"Oh yoohoo! Daaarrlings! Could you be dears and help me out? I'm in the middle of a fashion emergency!" She called out with a waving hoof. She paused. "Oh, and I have most inconveniently separated from my friends!" She added.

The chopper lowered itself down, Rarity clapped her hooves in appreciation, paying no mind the chopper's oddly polygon shape. "Oh, thank you darling! You have no idea how much I-"

Her greetings of approval was cut short the chopper unveiling a barrel on the underside of it's cockpit which shot directly, giving her an electrifying burst of energy that knocked her out.

"We've knocked one down and out, my lord." The purple something- a spacecraft of some sort- reported.

Radio static then a cold, emotionless "_Excellent..._" rang through it's communicator.

* * *

Pinkie Pie hopped, skip and jumped through a rather neatly cleaned alleyway with cracks in it, not at all that panicked at her and her friends separation. _After all_, she thought to herself, _piles of rubble need their personal_ space! Though she would have liked it to have asked more nicely.

Her ears perked up hearing something off in the distance. "Rainbow Dash? Rarity?" She asked out loud. It would make sense that those two would be the first to find her. She looked around and didn't see anything. "Hmmm..." She muttered to herself.

The sound came again. It sounded like a motor, and Pinkie Pie hunched up instinctively. The ever brilliant party pony knew that was it time...for a song!

"Giggle at the ghostly. Chuckle at the creepy! Laugh at the weepy annnnnd-!"

Purple spotlights came out from behind her, showing that whatever was behind was undaunted by the party specialist' song. She ran for it.

"_Okay, Pinkie Pie, don't look back, don't look back. It'll only make whatever it is angry if you look back._

With the purple light following her, she manged to gallop up to one of the half-ruined towers that she saw from the rubble pile before it fell apart. She ran into the tower's half-crumbled door, trying to hide within it. "_There's no way that meanie will find me in here!_" She thought.

She thought wrong, as the 'meanie' didn't _need _to get her now- it just had to shoot part of the tower with a red laser, bringing pieces of rubble and shrapnel down on her. With her rear half buried, she struggled to get up. "NNNNNGH!"

Something walked over and brushed the rubble of her, and her blue eyes sparkled with thanks. "Oh, thank you mister! Who knows what could've happened if you hadn't come...along." It was at that point that she just _what_ had seemingly rescued her. "Ooh...dear..."

* * *

Twilight Sparkle and Rainbow Dash patted kicked with their hooves at the ground in growing worry. "You're sure they're all O.K, Twilight?" Rainbow Dash asked cautiously.

"Yeah!" Twilight responded cheerfully. "I mean...they're our friends...they must be..." She added a little less cheerfully. She looked longingly at the purple lights again and slumped downwards. "If only I had some research equipment, I could find out more about these lights..."

Dash shook her by the shoulders. "Eyes on the prize, Sparkle. I'm gonna fly up and see if I can lead them back here..." she stomped her hoof forcefully "To in the hay with all, I should've done that in the first place!"

Twilight wanted to object that they should wait (and that she needed Dash to keep her away from the lights) but thought against, only nodding silently in agreement. Dash rocketed up, leaving a rainbow trail behind, only to come crashing back down with a _whump_.

"Rainbow Dash!" Twilight exclaimed.

"Awww, did I make the fleshling go down with a bump? Ha Ha Ha Ha!" a thunderous voice boomed.

Twilight looked left and right for Rainbow Dash's assaulter. "Who are you? Show yourselves, you cowardly-!"

Two enormous titans crashed on their feet to her sides. One had a metal plating mustache with antennae and muscular looking arms that were equipped with very roughly looking claws and two sets of Gatling guns, with another set of them hanging over it's massive shoulders with a folded up six-bladed helicopter rotor hanging off his back like a cape. Dents and scrapes covered it from head to two-toed feet, giving the appearance of a scarred, battle-hardened warrior. It's colors were mostly light blue, but it also contained some olive green and red accents.

The other one was bulky and also muscular with a dark yellow and silver-green color scheme, a twin-barreled laser turret on each side of it's chest and wings folded against it's shoulders. It had one single red eye smack dab in the middle of it's head.  
A car decorated with police specs rolled onto the scene, transforming into a nasty, spiky speedy-looking robot with a silver face and ruby eyes.

"Decepticons!" Twilight Sparkle screamed out.

"Quite right." The speedy-robot said. "I'm Barricade. These two are my dumb muscle, Blackout and Lugnut."

The yellow one fiddled it's claws nervously, like this was something it found embarrassing, but true. The blue one, on the other hand, leered at Barricade. "I'm a solider of the Decepticons, not your_ thug,_ Barricade!"

Barricade dismissed Blackout's complaint with a wave of his hand. "Whatev. Round the creatures up!"

"I do believe, Barricade, that task Shockwave assigned to _me_." A posh voice said with matter of fact kind of tone.

Twilight Sparkle's horn flared up in anticipation of a fight. There wasn't much of one though, as a Decepticon truck with a dual-barreled shotgun mounted on top pulled up and blasted Twilight right into the rubble pile, which caused her to pass out.

Onslaught transformed to his jock-like robot and scooped up the two unconscious ponies. "Make sure you salvage whatever these creatures left in this ship like Shockwave instructed."

Barricade leered at Onslaught as the Combaticon walked off. "You don't outrank me, Combaticon...Oh well." (Combaticons being a unique Special Team in the Decepticon Hierarchy) He turned back to Lugnut and Blackout. "Do what he said."

Blackout and Lugnut examined the rubble pile. "Where is the ship wreckage?"

"We were hoping to ask you the same thing!" A boisterous voice yelled.

The three Decepticons looked up to three robots on the top of the pile. One was a glossy blue and elements of a sports car with goggles on his face. Another one was teal-green with pieces of truck integrated in him and cannons on his arm and some sort cybernetic smoking device cleched in his teeth. The last one was particular large with shoulder cylinders and smaller cylinders on the sides of his with an alternating dark red and dark blue color with white accent and a large, boxy hammer in his hand.

"Ultra Magnus." Barricade noted with barely hidden contempt.

"Hey now, don't forget us!" Hot Shot said, banging together his fists.

"Don't get too caught up, lad. This isn't an training exercise." Kup reprimanded.

"Isn't it?" Hot Shot joked.

"Decepticons, Attack!"

"Autobots..." Ultra Magnus commanded, "Time to _Wreck and Rule!_"

The three Autobots jumped off from the top of the pile and took on their opponents. Hot Shot immediately went to fisticuffs with Barricade. Barricade attempted to a land a cheap shot in Hot Shot's gut area, but the Autobot grabbed his wrist and flipped him over.

Lugnut lunged at Kup with his claws raised, "I'll tear out your Spark, Autobot!"

"Have to catch me first." Kup replied with a flick of his Cy-Gar. He transformed to his truck mode and speed underneath Lugnut, transforming back to robot mode to shoot the slow Decepticon up the back with rapid fire.

Ultra Magnus and Blackout circled each other like two opposing lions taunting their prey.

"I came from the same gladiatorial pit as Lord Megatron, _Wrecker_. You won't find me easy prey."

Ultra Magnus smirked smugly. "I don't intend to find anything...except maybe some of your circuits on my chest in the morning."

Blackout clanged his claws together, causing yellow sparks to emit from them. He flexed his fingers in a 'bring it' motion.'

Ultra Magnus cricked his neck, then charged with his hammer raised. Blackout caught it his hand, causing vertical 'air shockwave ring' to flare out from the impact. Ultra Magnus jerked his hammer from the grip , twirled it some more, and attempted to smack Blackout on the head with the pole of it. Blackout charged at him after recovering from the impact.

* * *

Applejack galloped and trotted through the alleyway, desperately trying to find a path that led to Twilight Sparkle's flare, unaware she was no longer there. She huffed in exhaustion "Dagnabit, Twi', where are y'all?"**  
**

"With the boss back at base, I imagine!"

Applejack whipped her head around to see a green Decepticon with triangular proportions and a pistol in his hand, two cannon barrels on his back glaring at her through his yellow visor.

"Who are y'all?"

"I'm Brawl! I got orders to bring you in!"

Applejack stepped back and chuckled nervously "Whoa there...easy now...I don't want no trouble, Mister Brawl."

"Oh?" Brawl inquired, his visor bending in such a way to bring to mind a raised eyebrow. "Well that's just too bad, cause trouble is what you got!" Brawl took the pistol in both his hands and fired at Applejack. Applejack leapt out of the way just in time and began galloping away.

"There's no use running, fleshling! _My_ friends have already captured all of_ your_ friends!" Brawl screamed, transforming into his dual-barred tank mode.

"Well, I was perfectly willing to go along peacefully, but then _you_ started shootin' off!"

Brawl's slow rolling treads stopped as the Combaticon paused to think. This was technically true...but the battle-thirsty tank didn't really care that much. He resumed his pace.

Applejack looked back to her pursuer, noting that he was rather slow _Ha! My Apple Family legs will give him the slip in no time! No way those slow treads can catch up!_

Red energy formed in the holes of Brawl's barrels and went rocketing toward Applejack. The cowpony just barely jumped over it in time. _Then again, maybe he doesn't have to!_ She ran ever faster, her biological chemical process kicking in to enhance her performance. Within minutes, she was at a three-way crossroads. She stopped to examine it her escape routes. One the roads was block off by a junk pile, and she hid in a hole in it. She heard the roar of Brawl's treads coming by not soon after.

_Wait a minute..._ She thought, "Ah got it!" She jumped out of the hole, back in the crossroad's fork...and Brawl's cross-hairs.

"Hmph!" The tank noted. "Decided to fight, did you?"

"Eeeyup." Applejack answered.

Brawl fired his cannons again, smoke and fire consuming the arena. Under the cover of the smoke, Applejack sped away off the left path, hoping against all hope that Brawl would follow the wrong. When the smoke cleared, Applejack saw Brawl in his robot mode looking back and forth between the paths. Mercifully, the Decepticon began climbing the junk pile in his pursuit of her.

Applejack signed and wiped and attempted to wipe the sweat of her head, but her space helmet stopped her. She fell down in exhaustion and her stomach growled. "Consarn it, all that running made me hungry..." She shook her head as she got back up. "No use layin' around moaning. I got try to find the girls..." She wasn't sure it was safe to take her helmet off in this environment anyway. She turned around and began trotting a much slowed pace towards she last remember the signal flare being. She looked up weakly to see it was fading fast. She signed, worry plastered on her face.

She heard footsteps coming towards her and her ears and 'brows perked up. "Twilight? R.D? Pinkie? Somepony ah know?"

It would appear that she had run out of the frying pan and into the fire, as near-demonic figure was stomping towards. It was even bigger then either one of the 'Trons', a boomerang-shaped visor on it's silver head. It's mouth was horribly stretchy and skeletal. Orange rectangles were on it's legs and arms, which ended in just ever-so-slightly warped claws that were almost 2 feet long. Pods were on it's gigantic ribs, like some deadly weapon folded away while not in use. The yellow spikes on it's shoulders did nothing to make it any less deadly. It's left leg seemed to have hole in it, as Applejack could clearly see a bar stood vertically in it like some sort of hasty repair.

"Easy now..." Applejack said again, having a repeat of her encounter with Brawl. "Ah don't want any trouble..."

The demon edged closer. Applejack stepped backwards. No longer able to contain her fear, she turned tail to run, forgetting Brawl was up ahead the area she had just left. The demon put it's arms over it's head and tumbled forward, just enough to grab Applejack by the tail and lift her up.

"AHH! NO, PLEASE DON"T EAT ME! AH DON"T TASTE GOOD!" The normally couragrous Applejack pleaded desperately as she twirled about in the monster's grip. The demon shrieked, it's mouth opening and closing repeatedly as it did so. No doubt attempting to summon its monstrous brethren for the feast!

"Yes. She is."

"Wha?"  
The demon took Applejack and raised it over it's hunched back, dropping her onto it with a thump. Upon getting her legs straights, she saw...

"Fluttershy?"

"Applejack!" The pink-maned pegasus exclaimed, bringing Applejack into a extremely tight bear hug. "I was so worried about you and the others! But there's no need to worry now, since Bob will help-"

"Whoa, whoa, whoa. Rewind a second there, Fluttershy." Applejack requested, pushing the excited pegasus off. "Bob?"

Fluttershy pawed the the demon's hunch with her hoof. "Bob. This is Bob. Say hello, Bob!"

...'Bob' let out some more shrieks, which was evidently his way of communicating.

"Uh...howdy...'Bob'..." Applejack greeted.

"All right, Bob! We found Applejack, now we need to find the others!" Fluttershy instructed.

"Eh, Fluttershy? I ran into a nasty 'Con just a while back. He said they got our friends and brought them back to their boss..."

Fluttershy's eyes widened in alarm. "Oh my! Megatron's here?"

"Ah don't know. I just know that that's what he said. "

"Oh dear...Bob, do you know anything?"

Applejack tried to object that was no way ...'Bob' could've known anything about anything, but was interrupted by Bob's shrieking for a long while.

"Right. O.K. Got it." Fluttershy nodded.

"Got what?" Applejack questioned, flabbergasted Fluttershy could get anything out of the shrieking.

"Apparently..." Fluttershy took in a deep breath. "A long time ago Megatron plunged Cybertron into civil war and left the planet as part of what's called 'The Great Exodus' leaving on his ship with a contingent of Decepticons to conquer other parts of the galaxy while leaving Shockwave in charge of Kaon, the Decepticon capital, partially so that the scientist could repair it, partially to crush the resistance their enemies had left. A number of Decepticons were left with Shockwave to assist him in this. Some token Insecticons -like Bob here- were part of these assistants."

"What's an Insecticon?" Applejack questioned.

Fluttershy looked around, like she was searching for an answer. "Uh...Bob. Bob is an Insecticon."

Applejack's face made clear she wasn't really satisfied with this answer, but she let it slide for now. "So, uh...Sounds like Shockwave is in charge 'round these parts. How we gonna get to him?"

"I'll take you to him!"

Applejack and Fluttershy saw Brawl standing some distance from them in the alleyway. "I caught onto your little trick...eventually!" Brawl huffed and puffed. "And now I'm gonna take you in, just like Shockwave requested!" He pointed at Bob. "You! Beast! Follow me!" he turned to walk away.

Bob remained in his spot.

Brawl turned back. "Did I stutter? I SAID, FOLLOW ME!"

Fluttershy rubbed Bob's neck tenderly. "Oh, Bob...you won't let this big bully take us away, will you? Take _me _away?"

Bob raised up his head in contemplating. He grabbed both Fluttershy and Applejack and lifted them up off his back and gently set them down by his leg.

"Good! Now get over here, fleshlings!"

Applejack stepped forward, but Fluttershy blocked her with a hoof, giving her a very un-Fluttershy-like sly smile and wink.

Bob charged straight at Brawl and grabbed the much-smaller Combaticon by the head and lifted him up. Yellow sparks went _scrapping everywhere_ as Bob slammed Brawl down on the metal ground like a new employee struggling with the dough in a bakery. After doing this some odd 8-9 times, Bob lifted back up, spun around, Brawl's limbs flying from the Insecticon's claw like a streamer. Bob then threw Brawl some good distance, more yellow sparks emitting from the Combaticon's back as his body scraped against the pavement.

Applejack's jaw dropped in awe (and fear). Were all Insecticons that brutal and powerful?

Fluttershy fluttered up to Bob and petted his cheek. "Good boy!" the yellow pony looked to Brawl. "Could you be just a _little_ more gentle next time, though?"

Bob let out a low, apologetic growl.

Applejack rushed up to rejoin "That was...good gravy and molasses...sheesh, I mean- imagine if he did that to _us_, Fluttershy!"

"Oh, don't worry. He won't." Fluttershy reassured her. "Um, Bob, dear? Do you know where Kaon is -and more to the point, are friends might be- located?"

Bob nodded.

"Could you take us there?"

Bob grabbed the two ponies and put them down on his back again. Applejack shivering in fear all the while. Which really was not helped by Fluttershy poking her in the shoulder. The cowpony squealed. "Sweet caramel apples, Fluttershy! Don't scare me like that!"

"Oh, I'm so sorry!...But, um, you're gonna want to jump."

Applejack raised an eyebrow, but did as instructed in sync with Fluttershy. The sounds of a _chh-choo-chee-che-chnk _filled the air as Bob transformed to a huge, red eye green robot beetle. The two ponies landed back on him with little problem, and the Insecticon's wings began buzzing as they fluttered up into the air.

The utterly thrashed Brawl just barely had the strength to put his finger to his head communicator. "Urrrghhh...Brawl here...in need of assist...ooogh."

Up above and away, Applejack and Fluttershy were rather soothed by the wind skimming their suits as Bob flew them towards where they hoped was Kaon. Despite the soothing air, Applejack was still tense. Something not unnoticed by her pegasus companion. "Something wrong, Applejack?"

"Well, it's just...you said Bob wouldn't hurt us...how are you so sure?"

Fluttershy tapped her hoof to her chin. "Well..."

* * *

_The shadow lunged forward and grabbed Fluttershy's head with a claw, then brought her head down to pin her._

_"GIIIIIIRRRRLS!"_

_The Insection lifted Fluttershy up to it's face and snarled at her.  
_

_"Oh, please oh please don't eat me!" Fluttershy begged.  
_

_The Insection looked at Fluttershy curiously unsure of what to do with her. The mandibles on the side of it's head twitched slightly as it thought. In that time, Fluttershy looked upon the beast's monstrous features. She was reminded of something as she noticed the yellow shoulder spike. She narrowed her eyes.  
_

_"When life becomes a thorn, you grab it...by..." Fluttershy flailed about, eventually bucking the Insecticon's claws. "The horns!"  
_

_The Insecticon shrieked in pain and rubbed it's claw sorely with it's other claw while Fluttershy rocketed off, her wings having unlocked themselves. The Insecticon noticed the pink blur left behind by the pegasus. It got on all fours and galloped in it's own way, intent on finding it's prey.  
_

_Fluttershy, with her head start, managed to to approach one of the towers and hopefully find a hiding place amongst it's scrap and rubble.  
_

_"Oh, I hope that thing can't find me here."  
_

_She heard a scuttling sound. "Ohmygoshwhatwasthat?" _

_She looked around, her eyes bouncing around in their sockets as she scanned for something in the barely illuminated room. She saw a pair of really dark blue, adorable eyes peering at her in a corner.  
_

_"Um...hello? Who are you?" she questioned with no response. "Oh, please come out...I won't hurt you."  
_

_The pair of eyes obliged, stepping out and revealing that it's eyes were attached to a just as adorable head with a tiny little mouth and four insect-like legs. Fluttershy couldn't help herself. She rushed over to it, scooping it up into her hooves and nuzzling it to her chest. It closed it's eyes and purred in response.  
_

_"Ooooh! You're purring! Thatissocute!" Fluttershy gushed. "I wish I could take you home with me!" She sat there, petting and nuzzling it for a while.  
_

_The remaining wall of the tower ejected some dust, and the Insection jumped through, obliterating the wall just ever so slightly more then it already was. Fluttershy gasped. The Insection leered at her and roared. However, it's aggressive temperament deteriorated upon seeing what Fluttershy was holding in her hooves. Fluttershy stared, confused. "Are you...scared of this little guy?" She asked the bot-beetle, pointing to the tiny creature in her grip. The Insecticon nodded. "Oh...excuse me for saying this, but that's...rather silly, don't you think? I mean, it's so much smaller then you-"  
_

_The creature opened it's mouth and literally flew out of Fluttershy' grasp and at the Insecticon's leg and preceded to tear it apart, sending mesh and plating everywhere as grinded through.  
_

_Fluttershy dash up and pried the creature of it's legs "Hey! I know he's just a little bit rude, but that doesn't give you the right to-" Fluttershy gasped in surprise as she saw the triple-layered grinder the insides of the creature's mouth had become. She threw it into a piece of shrapnel, not thinking in her alarm. The impact knocked it out, thankfully.  
_

_Fluttershy signed in relief and attempted to trot away, only to hear a groan behind her. She turned back to see the Insection laying down, clutching it's leg -which had a hole torn in it- in pain. Rainbow Dash or Rarity might've told her to let it lay there and leave it alone, but that was against her nature. She zoomed about the room, trying to find something she could do something with it. She eventually found some sort of metal bar, which was quite difficult to hold in her hooves. But she managed to lift it up and brought over to the downed insect robot.  
_

_The robot squeaked weakly and pointed at the bar. Somehow, Fluttershy knew what he was saying.  
_

_"This? This is to help fix you up!"  
_

_The Insection squealed and shrieked in confusion.  
_

_"Well, just because you scared me and roared doesn't mean you deserved..." Fluttershy looked nervously over at the unconscious insect-creature. "That."  
_

_The Insecticon's raised its visor, but raised its leg to give her access to where it hurt.  
_

* * *

"And after I patched him up, he just started... following me. I asked him to help me find my friends, so here we are!" Fluttershy concluded her story.

Applejack pursed her lips. "Well, that's a mighty fine story there pardner, but how did'ja ya know what to do?"

Fluttershy shrugged. "It was one of those things I just...know, you know?"

Applejack 'hmm'ed.

Bob squealed, and the two ponies looked over his beetle horn to see a humongous, industrial complex much unlike like the ruins and scrap they had saw before. Strangely, while those collapsed towers had some sort of grunge-y beauty about them, this one's intact state seemed wholly intimidating, not at all help but the fact that the lights were light purple, rather then blue, and the metal retained it's colors- gray like ash. A huge pyramid

Applejack grounded her teeth. "Ah think we ought a turn back. That place don't look too invitin'."

Fluttershy shook her somberly. "We can't."

"Why not?"

"Because that's Kaon."

Applejack gulped and braced herself. "Well..."

"Hold on!"

"Wha?"

Applejack and Fluttershy clanged for their lives as Bob swerved suddenly to pick up speed.

* * *

At the pyramid's base, a unit of four Decepticon vehicles and six passengers rolled up, waiting to be let in. With a _hisssss_ of steam, a triangular piece of the wall displaced itself, showing a entrance to the structure within. The innards of the building were more an lively orange color The entourage went in, their wounded passenger groaning as they did so.

"Geez, Brawl, what happened to you?" The purple something -a Combaticon named Blast Off- questioned as the troupe rolled inside the Kaon Pyramid.

"Insect...icon." The green tank-bot answered weakly.

The undamaged Combaticons, which included Onslaught, Vortex, and Swindle transformed and made their way to pyramids's hourglass shaped elevator riding on it until they had reached the second topmost floor, decorated with 'liberated' stalagmites around the floor and purple banners with gold trim and the Decepticon symbol draped on the wall, where the ever-watching Shockwave managed his post at the controls. Having ascended the the height, and with their prey in tow, Onslaught stepped forward and coughed to grab Shockwave's attention.

"What is it, Onslaught?" Shockwave asked without turning away from his monitors or controls.

"Brawl is injured, sir."

"Put him in the automated repair chamber."

"Onslaught and Swindle obliged, lifting their comrade up into a chamber in the side of the room.

"And we have done as you requested and caught the fleshlings that crashed." Onslaught added, turning away from the chamber.

Shockwave stood still for a moment, then stood up from his chair slowly. He walked over to Vortex and Blast Off, who had the prey with them.

Shockwave, a lanky mech with some sort of window on his disproportionally large chest, a line striking through making it look like two windows. His head was hexagon shaped with a single, yellow eye being the only feature of the black hole within it. Nowhere near 'Tron' size, but an imposing figure in spite of that. His eye scanned over the four unconscious ponies divided up between the two Combaticons.

"You're missing two."

"What?" Vortex barked in frustration.

"My monitors showed SIX lifeforms, Vortex. SIX. You have brought me FOUR. I instructed you to bring me all six." Shockwave informed them coldly.

"Sir!" Onslaught said with a salute, "In all likeliness, Brawl would have caught the remaining two, but he was beat up by an Insecticon."

Shockwave turned his head with a whir toward Onslaught. "An Insecticon, Onslaught? Really? I understand you value your team members, but making excuses for them like that is-"

Shockwave's lecture was interrupted by the sounds of slightly out of sync groaning. The ponies were waking up.

"Mmmmm...hmm?" Twilight Sparkle questioned, consciousness slowly returning to her eyes. Said eyes practically exploded on the realization that she was being held by a Decepticon. Letting out a startled "WAAAH!" She jumped out of Vortex's arms and landed on the ground with a thump. Rarity and Pinkie Pie followed suit, while Rainbow Dash opted to fly up into the air.

"All right, creeps! You asked for it!" The brash pegasus exclaimed, rearing up for a dive bomb.

Vortex reached over his back and drew a red blade and just...pointed it. That was all he needed to do though, since Dash quickly realized she would've shies-ka-bobed herself on it if she didn't stop.

Shockwave brought attention to him, stomping in his foot and making a...well, shockwave. "Fleshlings! I, Lord Shockwave am in command here, and you WILL identify yourselves, your species and your purpose to me!"

The ponies turned away from the Combaticons to face Shockwave. The lavender unicorn stepped forward. "I'm Twilight Sparkle, these my friends, Rarity, Pinkie Pie and Rainbow Dash. We're Little Ponies from Equestria hunting Discord the Draconequus."

Shockwave's single eye leered at them disconcertingly. He stroked his chin and muttered something to himself. "hmm...I've never heard of Little Ponies or Equestria before..." He clapped his fingers. "I'm afraid your hunt will have to wait, as I would to study you most intensely. Take them to my lab!"

"What?" The ponies exclaimed. "You can't just take us to your lab and study like animals! We have thoughts! We can communicate and adapt!" Twilight objected.

"I am in command here! I can 'do' whatever I so please!" Shockwave yelled.

Rainbow Dash sped backwards away from Vortex's blade and landed by her fellows. "What's the game plan, guys?"

Twilight looked at her friends, all three of them expecting a plan, and the Combaticons moving in to seize them. "OK, so there are four of us and four of them. That means we can each take one on. I don't know their weaknesses or strengths so-"

Steam hissed from a chamber in the side of the room, and out came Brawl, looking brand new, yawning and stretching his arms. "Hey guys, what I'd miss?"

"Get those ponies!" Shockwave instructed with a finger point.

Brawl rubbed his hands together in anticipation. "With pleasure."

"Okay. Five. There are five of them and four of us." Twilight corrected herself.

"So what's the plan _now_?" Dash inquried.

"Fight, duh!" Twilight responded, "Like we did with Thundertron!"

Rainbow Dash flew back up, almost to the ceiling. She tapped the ceiling with a hoof and looked at the ground. _Mmmm...not enough clearance for a Sonic Rainboom..._ she observed. Before she could think of anything else though, Blast Off transformed and flew up to join in the air space and started firing.

Twilight's and Rarity horns flared up with magical energies, intending to do...whatever they could. Vortex raised his blade to bring down on to Rarity, but her magic seized it up in its blue glow and jerked it from him. She twirled the blade and pointed at the Combaticon. She laughed, "Ha-ha!"

Vortex reached over his shoulder into his back again and brought another sword and his helicopter blades, which spun in his hand, showing that if Rarity attempted to strike, the sword she had swiped only to get stuck in the chopper blades rotation. "Ha-ha!" Vortex echoed.

Pinkie Pie, with Twilight's mass multiplication spell, brought her Party Cannon out of her saddlebag, (Though it wouldn't be a stretch to think she could've done so even without the spell) and fired it at Brawl, covering him in confetti and streamers.

"Pffft! You think a few party decorations will be enough to stop me?"

"Nooo..." Pinkie replied cheerfully. "I think a _bunch_ of party decorations will be enough to stop you!"

Pinkie fired the cannon again, and again, and again until Brawl was submerged and buried under a humongous pile of decorations.

Onslaught and Swindle shot at Twilight, who magicked up temporarily solid crystals that reflected the shots at the opposing one -Onslaught's shot hit Swindle in the chest, and vis versa.

Onslaught growled and charged forward, bringing his dual-shotgun up to smack Twilight with it, but she rolled to her side out of the way in time. Onslaught growled again and raised his gun to fire it, but Twilight's magic hit in the barrel in the form of a laser pellet from her horn.

"What was the point in that?"

Twilight smirked deviously. "You'll see."

A whirring emitted from Onslaught's gun, which confused him. But it made much more sense when the shotgun exploded in his hand, leaving soot and exposed circuitry all over his arm and chest with a smoking, half-function shot gun in his hand. He coughed, "_EHEH_...well...played."

"Thank you."

Onslaught put the gun back into it's socket on his back, transformed and attempted to run Twilight over, herself tumbling to the side to roll out of the way.

Rainbow Dash zipped about the ceiling of the room, dodging Blast Off's lasers, which dispersed uselessly against the pyramid wall. She flew up close to the roof, intending to make Blast Off crash into the plaster. To no avail, as Blast Off hovered low enough to avoid even scraping the ceiling. She saw Swindle aiming a cheap shot at Twillight while the unicorn rolled and teleported away from Onslaught's wheeled charges.

_Oh no you don't! I got find some way to stop that jerkwad from getting that off..._ She deftly moved to the side of another shot from Blast Off. ..._He-ey_! She propelled herself forward and dive down, the whir of Blast Off's lasers trailing behind her as she did so. At the seemingly last minute, she swerved up and Blast Off's fire hit Swindle, just as planned.

"Oh, Swindle, buddy! I'm sorry, I didn't mean to! Honest, I-" Blast Off was so distracted with apologizing he didn't realize, at his downward angle, he was about to crash right into Swindle. (KERRRRBOONG!)

Pinkie Pie swiveled her party cannon around and fired at Onslaugt, obscuring the truck-'Con's vision.

Brawl burst out of the confetti pile, fumes escaping from his systems in rage, but the confetti-blinded Onslaught spun out right into him, rolling him down and over.

"What is WRONG with you?" Shockwave exclaimed. "I thought you were elite Combaticons, Decepticon warriors enhanced in more ways then one by science! (Science pioneered by ME, might I add!) But it seems quite clear you are incapable of disposing these puny creatures yourself! It is therefore only logical that I step in!" The Combaticons got up, regrouped and attempted to cover for their failure with weak, mumbled, pathetic exscuses.

The four ponies regrouped and stared Shockwave down.

"If you were a real leader, you would've stood by their side instead of just watching us defeat them!" Twilight snarled.

"Yeah!"

"Most Certainly!"

"Oh my gosh! I just realized... he only has one eye!"

Rainbow Dash, Twilight and Rarity shook their heads at Pinkie's antics.

"As a scientest first and a Decepticon second, I consider it beneath me to fight if my involvement is not required." Shockwave replied calmly. "However, I see clearly it is!" Shockwave's left hand proceded to convert into a large attachement much larger then the rest of his arm. It had glowing runic lines on it, a circle in the center with three rectangles attached to it in three directions.

"That doesn't scare us!" Dash exclaimed.

Shockwave said nothing and merely pointed the weapon at them. It began charging, blue electric currents traveling from the rectangles to the circle as it did so.

Twilight quickly realized what it was going to do. "It should! Move and keep moving!" The girls did as ordered without asking why. 'Why' was because the attachment began to shoot lightning in arcs and bolts all about the room.

It rebounded off the walls and avoided the Combaticons with the intent of frying the girls. Just as they were getting tired from all the running and it seemed like one of the bolts might hit them. A beeping came from the moniter, which showed a diagram of a green shape. Shockwave broke off his attack and turned to address the problem.

"Ahhh! Blackout returns, no doubt." Shockwave noted. He shot the Combaticons a dirty look through his one eye. "Unlike some people, Blackout is a true warrior."

Twilight froze. She had seen Blackout just as Onslaught was abducting her. She really didn't she could take him head-on, even with her friends.  
Shockwave pushed a button, and a portion of the wall folded into the wall around like a locking mechanism, making a hole that was more then big enough to allow dozens of Vehicons to pass through.

The four ponies looked through the hole, noting single huge shape speeding towards them. Twilight gulped and grimaced. The closer it got, the more it seemed like they were done for...

A red laser blast hit Shockwave dead-on and send the warped scientest to the ground.

"YEEEEEEE-HAAAAAW!"

"We're going awfully fast!"

Applejack and Fluttershy came rinding on a gigantic green, red-eyed stag beetle which landed in the room with a thump.

"Fluttershy, Applejack darlings!" Rarity exclaimed, her tail wagging in excitement, You're okay! And...riding on a giantic robot beetle. I suppose that's...nice." Rarity's tail lost speed.

"This is Bob." Fluttershy introduced her most recent animal compainon, "He's an Insecticon."

"An Insecticon?" Shockwave questioned. "But then...where is Blackout?"

* * *

_Meanwhile..._

Blackout and Ultra Magnus pounded their fists against the other's.

"Why won't you_ die_ already, Autobot?" Blackout screamed as he threw a punch at the Wrecker's face. Magnus slammed his forearm into Blackout's, cutting the punch short.

"'Die'?" Magnus questioned with a smirk. "I don't know how! Maybe you can_ teach me!_" he punctated the last words with a powerful uppercut, punching Blackout's mustache off.

Kup fired his arm-cannons at the slow Lugnut, who wasn't really affected by it with his space-minded low-power processor.

Barricade and Hot Shot swiftly and quickly exchanged and caught blows, the two speedsters being too evenly matched for either to make any progress, even with Barricade's willingness to go for a cheap shot.

"Hey old timer!" Hot shot called out to Kup, "Think you lend me a hand?"

"Not really, lad!" Kup responded. "This dumb bucket of bolts doesn't realize I'm firing off my best shots at him! but he will, and when he does..."

Hot Shot 'hmmm'ed in comtempltation as he blocked Barricade's arm again. "We need a plan...I got it! Can you get over here, Kup? I think I got something that'll solve both our problems!"

Kup looked over shoulder at Hot Shot disbelivelingly, but transformed and speed over to him anyway, against his better judgement. "Yeah?"

Hot Shot backflipped onto his hands, then backflipped again to his feet, repeating until he got over to where Kup had parked at. Barricade transformed and sped after Hot Shot, his police lights blinking.

"Yeah, what is it?" The green truck asked grumpily. Hot Shot bent over and whispered into Kup's rearview mirror. "Ooooh yeah! That oughta work!" The aged mech agreed.

Hot Shot transformed and rolled away.

"Where ya going, ya little-" Barricade's taunt was interrupted by Kup ramming into his side.

"I could ask you the same thing." The two both transformed, and while Kup was no speedster, his veteran experience allowed him to block Barricade's blows.

Hot Shot transformed back to robot mode, using the momentum of his wheels to aide a jump, which landed spot on to Lugnut's back. Hot Shot steadied himself on the cyclop's back and raised his his hands to his mouth. "Now, Kup!"

Kup quit blocking, jumped up and frontflipped over Barricade and grabbed from under the shoulders.

"Hey! What do you think-!" Barricade exclaimed, Kup reaching his fist to slam on Barricade's wrist, causing the police-'Con's fingers to break away from each other and more-or-less turn into a five bladed 'saw'.

Hot Shot grounded his foot wheel against Lugnut's back, friction sparks flying off as he did so. He jumped off, transformed and roll out of Lugnut's sight. Kup lifted Barricade and threw him into Lugnut's back. Lugnut turned around and glared at Barricade.

"What are you looking at me like that for?" Barricade snapped. Lugnut's eye drifted towards Barricade's handsaw. Barricade followed suit, looking back and forth between his hand and Lugnut. He quickly put two and two together. He raised his arms in surrender, "Lugnut, babe, I know what you're thinking, but it _was not_ MEEEE!" Lugnut flung him with enough force and distance for Blackout to turn around and look as Lugnut set about beating the ever-living scrap out of Barricade.

"What in THE PIT are you two DOING?"

"Giving me a oppurtunity!" Ultra Magnus thought to himself, twirling his Magnus Hammer to build up speed before thrusting the flat of the head into Blackout's back while he was distracted, sending the normally-immovable Blackout into a crash course with his bickering coworkers, causing all three Decepticons to roll like a Decepticon Snowball.

Ultra Magnus' eyes narrowed as a smirk creased his lips once more. He looked around at the purple lights in the the ground and the smirk disappeared. "Well, boys, it looks we got some more Dark Energon to clean up." Hot Shot groaned.

Kup adjusted his Cy-gar disapprovingly, "Figures. Just as we clean up the last remnant of his first go with it, Megatron opens up a Space Bridge and sends another clump through." The three Autobots got themselves ready for the task ahead.

So, the awnser to Shockwave's question was, at it's core, 'Lying a in a heap somewhere with Barricade and Lugnut'.

* * *

Shockwave shook his head. "No matter. I will crush you regardless!"

"That's him!" Brawl shouted while pointing his finger and drawing his pistol, "That's the Insecticon who threw me around! I'll shoot a shell right up your horn!"

"Bob," Fluttershy instructed, "Get 'em."

Brawl charged, his pistol going off, though his begrudged state meant the gun might as well have a teaspoon, for all the shots that hit nothing.

Bob crouched down, then bucked Brawl up with his horn. Shockwave began charging up his arm cannon of electric doom, but the sound attracted Bob, and the beetle charged, transformed into robot mode, tumbled and went about smacking the purple Decepticon about.

"Graaaaggh! You dare to strike me, beast? You will pay for your insolence!"

Bob shrugged his shoulders in 'So?' manner and punched Shockwave in the gut, bringing him to the ground.

"ARHGH!" Shockwave screamed in frustration, "COMBATICONS! _TRANSFORM_!"

The Combaticons looked at Onslaught confusedly for an explaination of the seemingly pointless command.

"He means..." Onslaught pounded his fists together. "_Merge_ for the_ kill_."

The Combaticons marched and leaped off from the entrance Bob had come in through. This went unnoticed by both the ponies and Bob. Before Bob could land another painful blow on Shockwave, he converted his arm cannon back into a hand threw both his arms up. "I yield! I surrender! I know when I am defeated."

The ponies looked at Shockwave, not sure if he was being truthful or not. They huddled together and murmured. When they seperated, Twilight Sparkle took a few steps forward and cleared her throat, "Bob, would you be so kind as to keep an eye on Shockwave there? Don't let him move a muscle."  
Bob nodded, locking his visor on Shockwave, unfolding the sickle-limbs on his chest whilst doing so. With Shockwave secured, Twilight began pacing about the room.

"All right..." Twilight said after moments, "We need to get a new ship somehow."

Shockwave's eye curled up, like he knew something the ponies didn't, though Bob snapped his sickle at him in response.

"There's no way we could salvage the ship we had..." Twilight added, looking up at the ceiling in concern.

"Me and Applejack saw buildings that looked intact..." Fluttershy whispered demurely.

"Yeah! There's gotta be somethin' in one of 'em, right?"

Pinkie, Dash, and Rarity nodded in agreement.

"All right." Twlight conceded, her lips perking upward slightly. "That's something, but what if we can't all the parts?" At this question, the other five girls joined in her pacing. Pinkie Pie stopped at the sound of metal groaning. "What was that?"

"Ah didn't hear nothing." Applejack replied.

"Oh...O.K." Pinkie admitted.

Shockwave raised his neck up, silently basking in the brillance of his scheme. Bob gave him a 'gentle' reminder he wasn't supposed to move until the ponies said otherwise.  
Something like a electric surge resounded from somewhere.

"That time I know I heard something!"

Everypony but Twilight agreed. Twilight was too wrapped up in pondering options.

"If we find something we don't need when we scavenge the buildings, we should take it anyway."

The groan of moving metal echoed across the room.

"Uh...Egghead?" Rainbow asked nervously.

"I know it sounds silly, Dash, but we might be able to take something we don't need and make it into something we do."

"Twilight Sparkle, dear?" Rarity quizzed gently.

"You're right, Rarity...we'll need tools to do that...where would we get tools..."

"Twi, shugarcube?"

"Oh, duh! In the buildings, silly me! Yes... Who's a silly pony? You is, you is Twilight Sparkle!"

A pointy tip poked Twilight on the shoulder. She looked to see Bob looming over her.

"Weren't you guarding Shockwave?" Twilight yelped.

Bob scissored Twilight's neck between two of his finger, and turned it with them until she was looking at the window entrance.

Shockwave was over by the edge, a huge shadow filling the room from the window. Twilight's mouth dropped at the sight of the shadow's caster. Twilight knew, even with no knowledge of Decepticon biology, that the colossuss standing before them was not natchural and defied almost every lesson Celestia taught that didn't relate to friendship. It was an abombination on levels she didn't know existed until now. A demon born from an egg made by a twisted, black mockery of her beloved science.

"**BRUTICUS...SMASH.**"

Shockwave chuckled. "You like him? Bructicus Maximus, one of my most grand creations. For all the scientific standards he sets though, he has only the most simple mind. Thus, I will be departing to get out of the line of fire." Shockwave transformed into a Decepticon jet, like Megatron's vehicular mode, Though his was no doubt that of a different model, and flew off.

Bob instinctively got on all fours and began galloping, but Bruticus thrusted a punch with his titanic fist through the open entrance and slammed the Insecticon up against the wall, a hole being made from the impact. Bruticus slowly removed his fist, Bob falling off the wall to the ground as it did so. He got back to his feet, but he was no condition to fight.

Fluttershy gasped, "Bob! Are you O.K?" Bob squealed some assuring words. Fluttershy's eyes narrowed her eyes and steeled her hooves. She stomped over the ledge of the entrance and stared Bruticus in the eye.

"Now you listen here, mister! Just because somepony is smaller then you, doesn't mean you can pick on them!" Her wings took her off the ground without her even thinking about, she hadn't been this worked up since that dragon in the mountain. "What if somepony who was bigger then you deciding to do that to you? It would make you sad and hurt your feelings, right? SO DON"T GO DOING IT!"

Bruticus paused, blinked...then raised his arm again.

"**BRUTICUS _SMASH_!**"

Fluttershy screamed and hurried out of the way of the incoming fist.

"All right, you big bully. Say what you will about me, but _nopony_ tries to hurt Fluttershy on my watch!" Rainbow Dash took to the air ready to charge, but Applejack bit her by the tail and brought her down.

"Now hold on there, Dash. You saw what that Bruticus feller did to Bob. Ain't no way we can take him on."

Dash huffed. "Then what can we do?"

"I have an idea!" Twilight announced. "You see how slow he retracts?" Twilight pointed to Bruticus' arm, which was retracting quite slowly after his missed punch to Fluttershy.

"Yeah, what about it?"

"Well, I figure that he's slow. Since he's slow, he wouldn't be able to hit a fast opponent real well." Twilight looked Rainbow Dash knowingly.

The pegasus saluted. "Got it." She flew out the entrance into the skylines above the pyramid. "HEY MAX! UP HERE!"

Bruticus sluggishly turned to look down on Rainbow Dash.

Rainbow Dash blew a raspberry at him. "Bet you can't catch me!"

"**_RRRRRRRRRRROOR_!**" Bruticus snapped his hand at Dash, who tumbled out of the way.

"All right." Twilight concluded. "Now that he's distracted, let's get out of here. Can Bob walk?"

The Insecticon answered her questioned by walking forward a few steps

"Excellent." Twilight pointed. "To the elevator, everypony!"

The ponies, with Bob in tow, all climbed into the elevator, the doors shutting automatically at the Insecticon's entry.

Twilight looked up to the controls. "I'll use my magic, hold on!"

Twilight's horn glowed, but Bob waved his claw and let out a polite shriek, punching the controls himself. The elevator activated and starting going down with a hum.

Rainbow Dash flew in circuits around Bruticus' head, the monstrous gestalt having difficult taking aim.

"Oh, what's the matter, Maxi? Can't you hit a _girl_?" Rainbow taunted.

Bruticus snarled, reaching out to grab her again, but missing again. Dash laughed and flew at the pyramid, Bruticus' fist lagging behind her. She pulled, causing Bruticus' fist to impact the building.

Bob and the ponies tumbled around in the elevator.

"Oh dear." Rarity murmured. "I do hope Rainbow Dash is being mindful of her surroundings."

The elevator slowed, then stopped. The doors opened, and Bob led the ponies out. They were on the bottom floor.

"The bottom floor! Good, let's get out of here!" Twilight exclaimed.

Rainbow Dash did a loop around the pyramid's then swerved down to its bottom, Bruticus lowering himself as she did so. She pulled up only there was no more clearance between her and the ground. Bruticus punched fruitlessly at the pyramid wall.

The impact caused the floor to crumble, collapsing under Bob and the ponies, and they fell down with the rubble into the crater made. After picking themselves and dusting themselves off (Rarity taking an conspicuously long time to do so). Once they had finished, they saw they had landed on some large, grey, metal construction that leaned forward like a torpedo with a some forward facing fins on it.

Twilight gasped. "A ship! Shockwave must've kept it here for storage! We can take it and start back on hunting Discord!"

"Oh, but what if Shockwave needs to go somewhere? Nopony deserves to be stranded like that." Fluttershy complained, always considerate of others no matter their jerk or evilness levels. The ponies looked down in concern, but then looked around, seeing at least 6 ships of identical make and color.

"Eh, he won't miss it." Applejack assured Fluttershy.

"This ship is Decepticon sized. We'll need Bob to get us in." Twilight observed.

Bob shook his head, transformed into his beetle mode, motioning for the ponies to get on. He flew them to the entrance of the ship, which was a grey inside as it was outside. Bob flew them to the bridge, which wasn't too different from the bridge of the _Nemesis_, (And by proxy, the _Iron Hope_) save from a few curves here and there. Bob let the ponies get off, transformed into robot and attempted to activate the controls.

"_Unauthorized personnel__._" A deep voice that sounded like a prerecorded tape of Shockwave's informed the Insecticon.

"Unauthorized?" Twilight snarled in frustration, "I'll show you unauthorized! Lift me up to the controls, Bob!"

Bob chirped something at Twilight.

Twilight hung her head. "What did he say, Fluttershy?"

"You didn't ask nicely." The pink-haired pony answered.

Twilight huffed. "Put me on the panel, _please._"

Bob chirped and did so, lifting Twilight up and dropping her on the ship's keyboard. She galloped around on it until finding a circuit board she pried open with an 'ah-ha!' she put as much of her horn as she could into the circuit's board jack, which let out electric sparks at Twilight's brute-forcing of it.

Twilight lifted her now-most-comically-smoking-horn and closed the circuit board. "Try it now."

Bob pushed the same buttons, and a voice more like an lighting version of Twilight's said '_Authorization granted._" Bob squealed to Fluttershy that he was ready for take off.

"Wait!" Rarity exclaimed. "Where's Rainbow Dash?"

"I'll call her." Pinkie Pie said, taking in a deep breath.

"_DAAAAASSH_!" Rainbow Dash heard Pinkie scream her name. She flew out of Bruticus' reach and into the hole at the bottom of the pyramid the gestalt left earlier. Looking around, she saw the crater in the floor and went in. She saw Pinkie waving at her from the entrance to one of the ships and went with her.

"All right, Bob. Blast this thing!...Please." Twilight added. Bob obliged, punching keys that activated the ship's ignition.

The ship lifted up, tearing more of the floor as it did so.

Bruticus looked left and right for Rainbow Dash and saw her nowhere. He concluded she must've been in the pyramid, so he raised his fists and brought them down on top of it, tearing the building apart.

The ship the ponies and Bob had liberated tore through the bottom the pyramid before Bruticus' fists reached that level, thus narrowly avoiding being crushed to death. Bruticus didn't see where the ship went with his vision blinded by the dust the pyramid's complete destruction left.

"**Where ponies go? Bruticus smash! Bruticus smash ponies! Bruticus cannot find ponies...ARRRRGG BRUTICUS HATE PONIES!**"

The ponies, not seeing Bruticus behind them or anything in front of them, breathed out a much-need collective sign of relief.

"Well, Ah'm glad that's over with." Applejack thanked Celestia in her head.

"That was intense!" Pinkie exclaimed.

"Oh all that running and stress must've done something terrible to my hair! How bad is it? Tell me!" Rarity complained.

"It's fine." Rainbow Dash assured her. It would've been a lie, but she didn't really know about this sort of thing, so meh.

Twilight Sparkled looked up at the ship's screens while Bob steered it. She used her unicorn magic to interact with the computer. "Computer, with yourself as an example, you're something that hasn't been on other ships we've encountered. What other equipment does this ship that's nonstandard?"

"_This ship was intended to be prepared for a number of sitchuations and as such contains non-standard equipment such as Transwarp Drive, a Atmosphere/Barometric Pressure Gauge, tools for medical treatment on organics, and music._" The Twilight's voice anwsered.

"Hmm...AH!" Twilight exclaimed.

"What?" The others questioned.

"This ship has a Atmospheric/Barometric Pressure Gauge! Chocolate milk is denser than water, therefore, precipitation of chocolate milk would denser then water, and Discord's magic _always_ includes chocolate milk rain. So I just need to use the Gauge to scan for somewhere that has had rain of unusual density recently, and then we can get on Discord's tail!"

"Computer, scan for worlds that have had this specific atmospheric change!" Twilight instructed, using her horn the set the conditions she was looking for.

"_Scanning...scanning...scan complete. Shows one world that has this type of atmospheric change._" The computer showed a diagram of the world on the screen.

Twilight examined the diagram closely. "Pilot Bob..."

Twilight pointed her hoof forward dramatically.

"Take us to Earth!"

* * *

**Author's Notes:**

**I know this chapter is a..._little_ wordy, but I wanted to start off Act III with A BOOOOM, and the first thing I figured I could use to do that was take the largest single document, ("And one...SHALL FALL") and upper its word count. But if enough people complain, I'll take it down and repost it as smaller chapters. In a bizarre act of backwardness, the following chapter will be SMALLER.  
**

**Not even Flutterrage is enough to stop Bruticus!  
**

**Bruticus hates ponies. He's a hater, yo.  
**

**I have a few...a LOT of explanations:**

**This took a loooong while to get out, not because it's long, (I actually typed this up in a few days, but I had a lot of time to think beforehand.), but because the computer I was using went 'Kaputt.' and it took me quite some time to be willing to ask to borrow a family member's. However...while a _terrible_ thing to happen to me, it was like, the BEST thing to happen to the fic _itself_. We got all sorts of great stuff like 'A Canterlot Wedding', 'Armada' and 'The Reign of Morroco' in that time- you SAY 'new episode' I _hear_ 'new material'.  
**

**I named the Junkion 'Scrapbolt' since I couldn't just keep calling 'The Junkion' when they were more aboard the ship. Despite the name, I like to think of him as a _Prime_ version of Junkheap.**** Fans may notice that the 'Left Junkion' is more-or-less Wheelie. (Even though Wheelie was never a Junkion...)**

**If you don't know about the extra characters shown, they were in bonus material that -in theory- takes place in the same universe as _Prime._ I came with placeholder models in my head for them until Hasbro shows official art of them. Since we know they exist, but we have no artwork or pictures or toys of them.**

**...Except for Bob. He's like, a _Prime_ version of a IDW character.  
**

**Some other things:  
**

**I believe 'darkdemon619' deserves a shout out for acurately guessing the whole 'Ponies/Decepticons Autobots/Discord' thingy as quickly as he did.  
**

**I have enabled anonymous reviews, cause when I posted the previous two acts, I was under the impression that 'anonymous' translated into 'troll', but hey...I figure there's probably somebody who might read this and lacks an account for whatever reason...like laziness or lack of a parent's permisson or...laziness.  
**

**There are some things that I'd hoped would fall under 'fridge brilliance' as Tvtropes calls it, but I'm not too sure that everyone would have the super-nerd-detail eye for it.  
**

**Also, that time everyone asking when Starscream would show up, and I finally told them he wouldn't appear till later, it seemed like I made my readers sad. When my readers are sad, it makes me sad. As such, I've resolved not tell ponies (or 'bots) my plans. This way, you can read to find out for yourself if I did or did not do anything that you'd hoped I do.  
That said, Starscream will be here soon.  
**


	2. Out of the Silent Planet

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

On the watery backdrop of a planet known to it's original residents as 'Earth', in a forest, a very particular forest. The forest where the ship of the then- independently operating Decepticon known as Airachnid had landed (And got blown up.) There was something particular about this forest today. That something was a mech. A thin, weak-looking mech whose strength was in his ability to deceive. A mech with rockets on his arm, aerial vents forming his cheeks, and the rear tail fin of a jet forming a sort of headcrest on him. Upon close inspection, a jet engine was visible in his midsection. A mech whose name would soon be rendered forever into the annals of Equestrian history along the likes of Discord and Nightmare Moon. A mech whose name...

was Starscream.

* * *

_"We do not truly see light, we only see slower things lit by it, so that for us light is on the edge- the last thing we know before things become too swift for us."  
_

**Friendship Is Magic: Prime: Act III**

**Chapter II: Out of the Silent Planet.**

**Episode Synopsis: The Ponies land on Earth in pursuit of Discord. Also, Bob does stuff.  
**

* * *

In the forest where Jack had blown up her ship, Airachnid was brooding, her arms crossed. The shiny, green 'Con looked over the trees with dismissive turns of her head.

"I wonder..." she said to herself, cupping her own chin. "If I could find some wreckage of it." She transformed to her spider mode, eight, pincer-tipped jointed legs spouting from a silver dial on her back. She skittered, then leaped onto a tree. She proceeded to leap from tree to tree in search of anything that could've survived the blast, then she crashed into something mid-leap.

"DAAAH! Watch where you're going you unceremonious- Airachnid?"

Airachnid pushed herself up on her normal arms and looked down to see she was on top of a small, grey, thin, weak-looking Decepticon. His feet were curved to the point that they seemed like stilettos, and he had a most prominently downward chin.

"Starscream?" Airachnid. "Oh, this is too good! Megatron wasn't entirely happy when he thought I left you with the Autobots. I can take you back to him and reclaim my place as First Lieutenant!"

"YOUR place? That is MY place!" Starscream exclaimed.

Airachnid aimed her palm-blaster at Starscream's mouth and sealed it up with webbing. She grabbed his wrists, put them together and did the same to them. She got off him. "Up."

Starscream did so, turning over to use his bound arms as support to get up. Airachnid beckoned him to follow behind her as she walked off. Starscream grumbled, which the webbing on his face muted.

"I would call Megatron, but I wouldn't want to get his hopes up." Airachnid explained. "Also, if you happen to see pieces of my ship, let me know. I had stuff on it."

Starscream's browplates lowered in frustration. _You web me, bind me, GAG me and now you wish me to alert you to your possessions? You self-absorbed-_

Starscream's foot let out a crunch, and he looked down to see it a slightly-mushed pine cone.

_Hey..._ The pinecone gave Starscream an idea. He let out muffled screams.

"What?" Airachnid turned around to see Starscream pointing down at something frantically. "Ahh, a ship part!" Airachnid put her hands together appreciatively. "You're such a darling, Starscream." She leaned down to see what Starscream was pointing and frowned. "Starscream. This is a pine cone."

With that as his cue, Starscream lifted his leg back and kicked the pine cone into Airachnid's face. He flexed his arms, successfully tearing apart the web binding them with an almighty (albeit muffled) roar.

Airachnid snarled after recovering, raising one of her spider legs to strike. Starscream wasted no time in shooting her through the chest with his arm missile. Airachnid clutching at the new hole in her chest, Starscream turned tail, using his sharp claws to tear off his gag.

When Airachnid had gathered the strength to look up, the renegade Decepticon had gone.

* * *

Starscream ran on his feet, cursing those humans flesh-bags who had robbed him of his T-Cog. Everything was dark before he knew it.

"AHHH! What happened? Who turned out the lights?" Starscream turned around and saw a hole with light going through it. He assumed the worst.. "Nooo! I'm too pretty to have joined the Well of All Sparks!" He ran back through it, clutching at it's rocky side and peering out through it. He exhaled a sign of relief. He had been running so fast, he didn't realize he had bolted straight into a cave. He retreated back into and sat down, his arms crossed.

"Best if I wait here for now...that wretch Airachnid will likely be looking for me."

* * *

Above the Earth's atmosphere, the little pony team containing Twilight Sparkle, Pinkie Pie, Rarity, Fluttershy, Rainbow Dash, and Applejack, as well as their newest addition, the Insecticon Bob, watched in anticipation as the green and blue marble of Earth came into their ship's view.

"So that's Earth." Applejack noted solemnly.

"Doesn't look like somewhere Discord would hide..." Rarity said.

"No," Twilight agreed, galloping on the controls so that she could punch what commands she could by stomping on the keys. "But this is where the ship's scanner leads. It's our best bet to find Discord." She stopped her galloping and looked down. "Oh...no."

"What?" Applejack questioned.

Twilight lifted her head gravely and looked down towards her friends. "The Ion trail...it's here."

"So..." Rainbow Dash questioned.

"So the _Nemesis _is here...and the Decepticons."

The Ponies gulped in fear, but resolved that this knowledge wouldn't deter them from serving Celestia and their home.

* * *

Aboard the _Nemesis_, a blue Decepticon with a blank screen for a face stood there on the bridge, doing his thing. His 'thing' of course being complete monitoring of all communication channels in hopes of detecting information that would reveal the location of the Autobot base. On his super-sensitive sensors, the steel shape of a ship appeared in the planet's atmosphere.

* * *

From his perch in the cave, Starscream could see the metal shape of a Decepticon ship form in the sky as it descended down into Earth.

"Decepticons!" Starscream cried to himself. "If I can convince them that Megatron has been somehow...impaired. I may be able to sway them into pledging their loyalty to me!" Starscream stepped out of the cave, eager to receive reinforcements -and perhaps, just maybe, a new T-Cog.

* * *

Airachnid brought herself back to her feet, clutching the new hole in her chest in pain. "Grr...That was a mistake, Starscream. Now you've given me reason to hunt you down, with or without Megatron's orders." She heard a buzzing in her head, which she shook in an effort to get rid of the noise. When it persisted, she realized it was her communicator and answered it.

"_Airachnid,_" hissed the voice of Megatron. "_Soundwave has detected ship bearing Decepticon markings nearing your location. Go and welcome them to Earth, if you would._"

"Of course, Lord Megatron." She cut off the call and looked around for signs of said ship. She saw the silvery, torpedo-like vessel descending down and skittered towards it as it landed. The ship's ground entrance opened, and a ramp fell down.  
An Insecticon stepped down from the ramp.

"Perfect." Airachnid thought to herself. She hadn't mentioned it to Megatron recently, but she possessed the innate mental ability to control Insecticons. Putting her fingers to her head in concentration, she attempted to dominate the Insecticon's mind.

"Come to me, minion. Serve me. Obey me. Worship me."

The Insecticon looked back and forth, searching for danger. After a moment of Airachnid's infiltration, the Insection fell to it's knees and put a claw to it's head.

"Come now," Airachnid thought, "You're no good to me if you're wounded."

The Insecticon began squealing, it's mandibles clicking as it tried to summon help.

"What's that?" A voice said. Airachnid's browplate shot up in surprise. her optics practically doubled in size as she the yellow Little Pony that had pretended to be loyal to the Decepticons floating over by the Insecticon's head. She touched it's forehead tenderly.

"You say you have an headache and you're hearing voices?" She asked the Insecticon. What was wrong with this pony? Doesn't she realize that that's a monstrous killer Decepticon beast?

The Insecticon nodded it's head and let out a chitter.

"Okay. Back inside. The best cure for a headache is a nice, well-prepared nap!"

The Insecticon nodded again, got back up on it's feet groggily and did as the yellow pony told, turning and heading back to the ship.

Airachnid's optics doubled again, thus making them quadruple their original size. Not only was the yellow pony treating the Insecticon like a pet, it was acting like one for her!

She scratched her chin. If the yellow one was here, then it would make sense for there to be more them...She took to the air, transforming into her silent stealth helicopter mode and flew away to inform Megatron of this interesting new development.

Starscream, on the other hand, had arrived fashionably late, after all that drama with the Insecticon had happened.

"Ahhhh!" Starscream announced, rubbing his abnormally long nails together in anticipation as he stepped out of the bushes. "My fellow Decepticons, allow me to be the one to-"

A small creature in a blue space suit stepped, it's clear helmet making it's lavender, snout-bearing horned head easily visible. Starscream flinched, then retreated back into the bushes. He wasn't sure what that was, but it definitely wasn't a Decepticon. Deciding that horn looked rather pointy, and he was no mood to fight something pointy without his T-Cog, he decided to run off back into the woods.

Twilight looked over the forest._Okay,_ Twilight thought, _There's trees here, and trees mean photosynthesis, and photosynthesis means there's Co2 being removed which means me and the others can breathe here!_ At this knowledge, she took her space helmet off...and immediately gagged at the foul taste of the air. "It...seems breathable...but...it's so...nasty!" She observed. "O.K, girls, come on out! I don't see any danger here!"

The girls did so, raising their eyebrows at Twilight's exposed face.

"There's air here!" Twilight exclaimed. "That we can breathe! I...wouldn't recommend it, though." The girls gave each others looks, then removed their helmets, having the same reaction that Twilight did.

"Ugggh!" Dash groaned in disgust.

"Yeah," Twilight said. "See what I mean?"

"Oh my...I hope there's nothing wrong with the air that would cause it to be like this." Fluttershy muttered.

"Probably just some poor management on the local weather team's part." Applejack reassured her.

"It is an...acquired taste." Rarity said, not once losing her lady's grace at the bitter taste of the air.

"Funky air or not, we still have a mission, and that mission is to find Discord!" Twilight reminded them.

The thumps of Bob's monstrous footsteps echoed behind them.

"Now hold on!" Fluttershy snapped. "You said you had a headache mister, so you're not going anywhere till you've rested up!" Bob tried to protest that he felt better, but Fluttershy would have none of it. Conceding defeat, the Insecticon went back into the ship.

The Ponies put their hooves over their heads to keep the sun out of their visions and looked around, Rainbow Dash accidentally bumping into Applejack.

"Mmm...no signs of Discord's magic here." Twilight concluded.

"Well, that's great. Now what?" Rainbow quipped. The girls all looked at each other for answers, to no avail.

As Rarity began complaining about the sun's harshness on her face, Twilight stared into the forest.

_Forest...forest..._

"This sun seems...brighter and stronger then the one on Equestria. Which I have no idea what that will do to my complexion."

_Forest...Forest!_

Twilight pounded a hoof to get everypony's attention. "I know what we do! We explore. Come on!" Twilight began galloping away, the girls calling after her to wait up. Their hooves quickly sped them through the forest, the green and brown of the forest blurring into one color as they ran. Quite some distance was between them and the ship when they noticed Applejack was no longer with them.

"Where's Applejack?" Twilight asked, stopping abruptly. The unexpectedness of the stop caused Pinkie, Dash and Rarity to crash into her, forming a pony dogpile. Fluttershy wasn't part of it, as her timidness made her travel at the back, allowing her to see the build-up before she crashed into it as well. Once the the Ponies had disentangled themselves, they noticed Applejack was indeed gone.

"Applejack! You have to stay with the party!" Pinkie called out.

"Oh my...I hope a monster didn't get her." Fluttershy mumbled.

"Probably spotted an apple tree in the midst of all this foliage and starting reminiscing." Rarity speculated, trying to cast hope for a positive situation.

"I'll fly back and get her!" Rainbow Dash volunteered, rising up into the air.

"Don't take too long." Twilight told her.

"Twilight." Dash said flatly, "Think about who you're talking to. Am I _ever_ slow at_ anything_?"

"Maybe at learning lessons..." Twilight mumbled under her breath.

"What?"

"Nothing. If you're not back in 5, we'll come looking for you."

Rainbow Dash scoffed, gave a dismissive wave of her hoof and sped off backwards into the forest.

_Silly Twilight. As long we've been friends, and you still worry about me._" Dash thought to herself. _If Discord or the Decepticons are here, I'll buck 'em! I'll pound them! I'll-_

TWAAAANG.

"Well, look who decided to show up." Applejack remarked, looking to her side to her new bedmate.

_I'll get stuck in the giant spider web that Applejack got stuck in._

"So...Applejack. How did you get here?" Rainbow Dash asked, looking around to see the giant webbing's connection points between trees.

"Didn't see it as Ah ran. But Ah certainly know how_ ya_ got here." Applejack answered. Dash 'hmmp'ed at the dig.

"So, uh. Any chance that Twi' and the others were behind ya?" Applejack inquired hopefully.

"Eh, they said they'd come looking." Dash replied nonchalantly. "We're just gonna have to wait...I hate waiting."

Applejack looked down somberly. "Yeah..."

Dash raised her eyebrow. Even somepony as insensitive as her could tell something was on Applejack's mind. "What's the matter, A.J?"

Applejack shook her head. "Well, it's just...I'm not sure."

"Sure of?"

"Sure that we can wrangle Discord back in. He...he almost destroyed our friendship last time. And last time, Celestia was there to snap Twilight out of it. Celestia...Celestia's not here."

"Hey!" Dash snapped. Were she not bound, she would've slapped the cowpony. "Don't talk like that! Talk like that is for quitters. Are you a quitter, A.J?"

Applejack looked towards Rainbow Dash and saw the challenge in the Pegasus' eyes. "...No. I'm Apple Family, and Apples don't quit!"

Dash flashed an athlete's smile. "That's what I like to hear! We're gonna find Discord, and we're gonna put him back in Stone Jail for good!" The two smiled at each other, certain they wouldn't fail.

"I knew sending Dash on her own was a bad idea!"

The two looked to see Twilight, Rarity, Fluttershy and Pinkie Pie rushing towards them. "If you knew was bad idea, Pinkie, then why didn't you speak up earlier?" Rarity chastised.

Pinkie scratched her head. "...I dunno!" She exclaimed with a stupid-happy grin. Rarity shook her head at Pinkie's antics.

"Hang on," Twilight said to the two bound Ponies. "I'm gonna get you out of there." Twilight put the tip of her horn towards a loose webbing string, activating her magic, she set the string aflame, burning it and the web Applejack and Dash were attached to near instantly.

"All right! You the mare, Twi'!" Dash said, stretching her wings after her ordeal.

"Thanks, Twilight." Applejack said with a smile. Twilight nodded, happy her friend was O.K.

"Um...Twilight? I think your plan backfired." Fluttershy said, pointing her hoof upwards. The other five girls looked at Fluttershy, then to what she was pointing at.

The fire on Twilight's horn had spread from the spider-webbing to the trees the webs were attached, and it would engulf all of the forest quite quickly if they didn't do something.

"Oh pony! Our first hour on this world, and we've already caused an act of mass destruction!" Twilight lamented, sitting on her haunches in shame.

"Calm down, Twilight!" Applejack snapped. "We can fix this!...Ah hope. Dash, can ya fly and see if there are any clouds nearby?"

Dash grimaced the flame. "I...can. But what if my Pegasus magic doesn't work here?"

Applejack leered at Rainbow. "It will."

"How do you know?"

"How? 'Cause that's quitter talk, that's how."

Dash paused to what Applejack had did there, nodded, then took off to the sky in a flash of rainbow light. Above the burning canopy, her vision was blinded by smoke, but she made a cloud nearby. A large one too. She flew up over and lowered herself onto it gently.

"_I hope this works!_"

Grabbing the cloud with her hooves, Dash piloted to float more directly above the fire, lifted up, then bellyflopped onto it, thankfully making rain emit from it. Just enough to put the fire out. She let out a sign of relief while the others cheered below.

"Yeah!"

"Go Dashie!"

"All right, R.D.!"

"Crisis averted."

Rainbow Dash soared back down to the grass. The Ponies looked each over, just to be sure no one had been singed or something, then resumed galloping out of the forest.

* * *

Once successfully out, the two Earth Ponies, Pegasi and Unicorns found themselves in a desert, complete with cacti, giants immovable rocks in the ground, and roads.

...Roads? Deserts didn't have roads.

...Unless somepony put them there.

"All right, girls. Let's follow the road and see where it leads!" the six girls all went on over to the road's side and started walking when they heard a motorized, all-too-familiar sound.

"Vehicons! Battle positions, girls!" they lowered themselves into charging positions, snorting away in preparation.

But rather then the boxy-hooded, trunk-finned purple cars of the Decepticon basic Warriors, a slightly smooshed green car with black stripes came streaking down the road. The fumes from it's exhaust went straight up the Ponies nose as it passed them by.

"Uuughh! Dragon's breath smells like flowers compared to this stuff!" Rainbow Dash complained.

"_ACK-KAC!_...Well, I think we know part of why the air is so...distasteful here." Rarity concluded, unable to suppress her body's natural urge to cough.

"Yes..." Twilight agreed, a hack emitting from her. "It seems whatever inhabits this world has technology on par with ours, save for the small fact they have considerable more...smoky fuel."

Within the car, the two soldiers -soldiers of the terrorist organization of MECH- looked in their rear view mirrors back the cluster of brightly-colored horses they had seen.

"Huh. Unicorns and pegasuses." The passenger observed.

"It's 'Pegasi'." The driver corrected.

"...you think Silas will want them?"

"Yeah, but I'm sure they're just some actors in costumes."

"And if they're not?"

"Well...I've read stories about unicorns. They're...less then pleasant when angry. We'll pick up if we see them again."

"Ach, we're probably too far away by now anyway."

_Back with the Ponies..._

They had quit coughing and had made well some distance across the roads. They all smiled at the block-like shapes in front of them: Buildings. Emboldened at the thought of sentient life and possible aid in their quest, they picked up their pace and arrived quickly the outskirts of the town. They stopped to read the welcome sign.

"Jasper, Nevada." Twilight read aloud.

"Like...like...Jasper the Friendly Ghost?" Pinkie questioned. Everypony ignored her. They continued onwards into the town, the fumes of cars (and though they didn't know it, factory production) assailing their noses all the awhile.

"Unnf...Ah hope we don't stay here too long." Applejack said, less then enthused with the plethora of smells here.

"Look!" Pinkie Pie said cautiously pointing in front of them dramatically. "A native, no doubt!"

Indeed, there was something walking in their direction. It had the posture and body-shape of a Deceptiocn, but was hundreds times smaller. It probably could've rode around on their backs. It was also dressed in a blue tuxedo, holding some device to it's ear.

"Yeah, but if we cut the assets, the rollback won't be enough to make up for the loss." It said, presumably to the device it was holding.

"Excuse me, sir! Could I trouble you for a minute?" Twilight asked, fearlessly striding up to it.

"Yes, I realize people are unhappy with the product but-"

"Sir?"

"...Hang on just a minute." The two-legged creature took the device away from what was presumably it's ear and turned to Twilight. "Do you _mind_, little girl? I'm in the middle of a very important phone call, and don't have time for your silly game of 'Ponies and Princesses'!"

"This isn't a game!" Twilight exclaimed, "I'm Twilight Sparkle, and these are my friends. We're on a very important mission assigned to us by Princess Celestia to find Discord and re-imprison him in stone!"

"Are you kidding me? I've heard better pretend games from a newspaper dispenser." The creature crossed it's arms.

Twilight looked at him pleadingly. "What will it take to convince you this isn't a game?"

The creature shook it's head. "All right, all right. I can see you're wrapped in this little fantasy world of yours. I haven't seen this 'Discord' fellow of yours."

"You sure?"

"Describe him."

"He's big, has the head of a pony and a body made up of all sorts of things. Oh, and he's kinda of a jerk."

The creature nodded it's head again. "Yep. Haven't seen him." The creature resumed it's walk, putting the device back to the side of it's head. "Yeah. I'm back. A little girl in a unicorn costume tried to include me in her game."

Twilight's chest huffed in offense. "_Costume_?"

Applejack wrapped a comforting hoof around her. "C'mon Twi', there's no convincing that feller. Come on. Maybe somepony else will be more helpful."

Applejack's words, though comforting, quickly proved untrue as everywhere they went, the creatures either dismissed them as girls in costume, or exclaimed "They're real!" and rush over to tell his or her fellows...only to be reassured they were little girls in costumes.

Worst yet, regardless of their reactions, none of them had seen Discord!

As the Ponies trotted downtrodden across the streets, they eventually rounded upon a school, no doubt for the bipedal creatures they had being trying to get help from.

"Think we should try there?" Rainbow Dash suggested.

"Can't be any worse then anything we've done so far." Twilight agreed. They all went towards, garnering strange glares from the students out for recess.

* * *

In the Jasper School's playground, out for recess were the creatures- humans. However, there were three humans in particular that were of note-

Jack, a 16-year old with scruffy black hair, gray shirt and average jeans, was sitting by the side of the school with both his crush, the redheaded Sierra, and his rival, the orange-haired, pimple-faced Vince. Jack himself felt rather compromised, being between his crush and Vince, who had his own affections for Sierra.

"So, Jack. You gonna say anything at all today?" Vince razzed, though Sierra shot him a look.

"Well, I don't have much to say. I'll be sure to let you know if something crosses my mind." Jack answered.

"Lay off him, Vince." Sierra interjected. "I'm sure he's thinking things in his life through, right?'

"Yeah...things."

"Everypony! Your attention, please! I am Twilight Sparkle. Me and my friends are here on your world in pursuit of Discord! If anypony knows anything that might help us, please step forward."

Jack eyes immediately shrunk in alarm. Vince noticed this, and resumed his razzing. "What's the matter, Darby? Afraid of a pony?"

"No." Jack answered calmly.

_I'm afraid of what it wants..._ He added mentally. "I...I need to go call my mom. Make sure she's...uh, O.K with me talking to...ponies."

"You're such a momma's boy, Darby!"

"Vince!" Sierra snapped. "There's nothing wrong with wanting his mother's permission...speaking of which, I should probably do that."

"What?" Vince asked, not noticing that Jack had sneaked away unreasonably so, if he was just calling his mom.

"I used to love horses when I was little." Sierra explained as she whipped out her phone.

Some distance away, Jack punched numbers in his phone, not for his mother...but for the Autobot Leader, Optimus Prime.

"_Jack? Why have you called me?_" The stern voice of the Prime questioned amicably.

"There's this...this pony here at school!"

"_This is a grave enough matter to warrant my involvement?_"

"Well, no. Not under normal circumstances...but these circumstances aren't normal. She says she's after Discord!"

"_Understood. I believe it would be best for us to understand why she seeks him, before we make any rash decisions._"

"On it." Jack assured him, and snapped his cell phone shut. He made his way back over the school's front entrance, where six brightly colored equines with oddly-shaped heads. Two of them had horns and two of them had wings, while the other two had no such extra appendages. Sierra and Vince had already stroke conversation with them.

"So you're...Little Ponies." Vince repeated.

"Yes." The lavender one, one of the ones with horns, answered. "We are the subjects of Princess Celestia and Luna of Equestria. Now, I'm sorry. I would love to chat with you and learn all about you... 'hoo-mans' and teach you all about us, but it's quite urgent we find Discord. So unless you can tell us where he is..."

Vince and Sierra got the hint and departed, as did the rest of the crowd...except Jack, which caught the lavender pony's eye. "Do you know something?"

Jack looked around to make sure no one was listening, then approached Twilight closely.

"I do, but I can't tell you with witnesses around. Meet me over the edge of town after school, and I'll tell you as much as I know."

"And why can't you tell us right now?" The blue winged one questioned harshly, rising up to the sky slightly.

"If I could tell you why I couldn't tell you, I'd tell you!" Jack exclaimed.

"He has a point!" The pink, hornless wingless one said in a squeaky voice.

"We'll be waiting." The lavender one said, taking Jack's hand in it's hoof and shaking it. The six turned away and galloped off into the streets (Well, the sidewalks).

Jack looked around to see if anyone was close enough to hear him. Thankfully, they were all heading back inside for some reason. He whipped his cell phone back out and called Prime again.

"He won't answer...scrap."

* * *

Somewhere far away, a dark green stealth helicopter hovered, it's blades spinning towards the direction of a huge purple flying body. The helicopter entered through a hole in the purple body's underside.

"Welcome back, Airachnid." A Vehicon said with a salute. Airachnid transformed as the entry hatch closed beneath her.

"Where's Megatron? I have news for him!"

"Bridge."

Airachnid hurried through the ship to the bridge, where Megatron and Soundwave were standing dutifully.

"Lord Megatron." Airachnid addressed with a bow. "I have news."

The grey, weathered face of the Decepticon Lord turned to face her. "Then cease your prattle and tell it to me!"

"The Ponies...from Equestria. They're here...on Earth...and..."

"And, Airachnid?"

"They've somehow achieved control of an Insecticon."

Megatron stood with his neck raised, silent as Soundwave for a minute.

For a moment, Airachnid was comforted by the thought that Megatron was taking this news rather well.

"_UNNNACCEPPTABLLEEEEEEEE!_"

So much for that thought.

"Well, Lord Megatron, I know this is undesirable news, but your displeasure seems...extreme."

"Perhaps, Airachnid. But think: The Autobots have defeated me before. The Ponies have defeated me before. If they were to ally, then my chances of conquering Earth would decrease drastically! And another thing..."

"What?"

"If you know that they are here...WHY HAVE YOU NOT BROUGHT ME THEIR HEADS?"

"I...do not know, My Lord."

Megatron took in a deep breath, "Well, I suggest you find out why, deal with the problem, then go back out there and add those Ponies to your collection of extinct species! _Understood_?"

Airachnid bowed. "Of course..."

Soundwave tapped Megatron on the pointy shoulder and showed scans from earlier. Megatron narrowed his eyes at the suggestion.

"Send Breakdown."

* * *

The hum of motors filled the forest as Breakdown and four-man squad of Vehicons drove through it. The Vehicons' smooth muscle car vehicular modes had no problem navigating the woodlands, but Breakdown kept having to back up and turn around every time his blocky Hummer mode bumped into a tree.

"Captain Breakdown! We've found the ship!" One of the Vehicons said at last, finally allowing Breakdown to transform and walk through the clearing. The blue Decepticon found his troops standing around a silvery torpedo-shaped ship, awaiting orders.

"Megaphone, if you will." The eye-patch wearing bruiser requested. One of the Vehicons obliged, handing Breakdown a Decepticon-sized megaphone. Breakdown turned it on, the feedback irritating the Vehicons slightly.

Within the ship, Bob napped, not really having anything better to do, but an annoying screech stirred him. He chirped in confusion at the noise.

"Attention, Decepticon crew! We have reason to believe you are harboring enemies of Lord Megatron within your ship! Please respond." A growly voice yelled.

Groaning at his rude awakening, Bob transformed and walked out the ship's exit to see what the hubbub was all about. Rubbing his visor to wipe the sleep from it, he saw four purple Decepticons and one big, dark blue, red-faced one.

Breakdown's still-good optic raised up in curiosity. "What...is that?"

A Vehicon walked towards Breakdown and whispered. "I think it's an Insecticon, sir."

"Ahh..." Breakdown turned away from the troop and towards the Insection. "Hey there bug! We're looking for some brightly colored four legged organics, and we think they're on your ship. Care to lend a servo?"  
Bob leered, his mandibles twitching agitatedly. He shook his head 'no'.

"No? What do you mean 'no?"

Bob tried to explain that he meant 'No, they are not on my ship' but Breakdown couldn't understand his screechy speech.

"O...Kaay...Does anyone here speak Insecticon?" The Vehicons all shook their heads. Breakdown signed. "All right, fine. Get on that ship and look around for Ponies or clues."

Bob stomped his foot. They would not be doing that.

Breakdown tilted his head. "Are you telling me you're not gonna let us investigate your ship?"

Bob nodded.

"We're on the same side!" Breakdown lowered himself over to a Vehicon. "...aren't we?"

The Vehicon shrugged. Bob shook his head 'No' again.

"Ahh...in that case..." Breakdown said, transforming his arm into a hammer proportionate to his arm, unfolded a rocket launcher from the clam-like shell on his back, and gave the order to attack. The Vehicons converted their arms into triangular blasters and opened fire on Bob. The Insecticon's thick hide shrugged the shots off. He charged at the squadron, belting each Vehicon to the ground, leering at Breakdown once all four of the purple cars had been duly smacked.

Bob huffed.

Breakdown gritted his teeth. Without an ounce of fear, he fired a torpedo from his launcher at the Insection. Bob whipped his claw and smacked the rocket aside, sending soaring into the air where it exploded harmlessly (Save for some residue that fell on Bob's shoulder-spikes.)

Pressing his advantage, Breakdown charged and smacked Bob in the side of the face with his hammer, causing him to stumble. The Decepticon smirked in triumph.

Bob steadied himself and looked at Breakdown.

"...Er..."

The Insecticon slashed Breakdown across the chest with enough force bring him to his knees. Then Bob grabbed him by the head and hurled him into a tree, knocking him out. His job done, Bob rubbed his claws together satisfied and went back into the ship to resume his nap.

* * *

Twilight, Dash, Pinkie, and Fluttershy, were laying on all fours, waiting for school to end and for Jack to come and see them. Rarity and Pinkie Pie were playing tic-tact-toe in the sand. In defiance of the norm, Rarity was winning.

Rarity. Was winning. At tic-tact-toe. Against Pinkie.

Twilight disregarded this. She raised her head, trying to see if Jack was approaching yet or not, and signed at the fact he wasn't. "I hope this wait is worth it..."

Footsteps and engine sounds emitted from the town. Jack was with them in minutes atop a blue motorbike. Removing his helmet and placing it on the bike's handlebars.

"There you are!" Dash exclaimed, out of patient. "So, why couldn't you tell us earlier?"

Jack looked at his motorcycle uneasily, which unknown to the Ponies, was an Autobot. "I...know things. I wouldn't want to come off as crazy for knowing them, you know?" Jack put his hands in his pockets "So, You want to find Discord?"

"Yeah." Twilight answered getting up. "You know where he is?"

Jack nodded. "I do. But I gotta ask...why are you after him?"

"He's an ancient enemy of Celestia who ruled Equestria in an eternal state of unrest and disharmony for eons until the Princesses stood up to him, turning him to stone in the process. He's escaped twice since then, and we're trying turn him back to stone a third time." Twilight explained, leaving out any information regarding the Elements of Harmony, just in case Jack proved untrustworthy.

"All right." Jack climbed back onto his motorcycle and knocked on it. A holographic map emitted from the bike's headlights.

Jack waved his hand around the hologram and put his finger on a specific spot. "Discord should be right here. He's...not himself right now, but I'm sure that won't be a problem, right?"

"Only way to find out." Twilight levitated Rarity's notebook and quill out, tore a page from the book and drew a copy of the hologram on it.

"Good luck!" Jack waved, putting his helmet back on and driving off.

Twilight Sparkle looked at the makeshift map. "Come on girls! This is our best lead yet!"

The girls all got out of their waiting positions, the tic-tact-toe game left forgotten.

While they galloped off, in the opposite direction, Jack crouched down on his bike.

"You think we should've stayed with them? Maybe introduce yourself?"

"_It's none of our business, Jack. Besides, remember what Optimus says: Maintain vehicular cover until __absolutely necessary.__._" The motorcycle -Arcee- responded.

"All right..." Jack said, though he didn't _sound_ all right with this.

* * *

Arriving at the location in record time, Twilight and friends observed the cave entrance warily.

"Now _that_ looks like somewhere a meanie like Discord would hide!" Pinkie cheered.

Twilight nodded, steeling her gaze. "Elements at the ready, girls."

Taking their respective Element out of their magically enhanced bags and set them about on their necks (or head, in Twilight's case.)

"Discord!" Twilight yelled as they trotted inside the cavern. "We're to turn you back to stone and bring you back to the Canterlot garden where you belong!"

No answer.

"Pardon me, Twilight, but I do not believe Discord would be so courteous to answer a summons."

Twilight 'mmm'ed. "Maybe...I know! Let's take advantage of his ego. DISCORD! COME OUT! OR ARE YOU TOO SCARED TO FACE THE MAGIC OF FRIENDSHIP?"

"Um...didn't Jack say something about Discord being 'not himself?" Fluttershy brought up, too quietly for anypony to here. Twilight gave the order split up and search the caverns. Once they had swept and combed the area to the point they were starting to bump in to each other, they gave up and regrouped.

"He's not here." Pinkie concluded.

Twilight hung her head. Their only lead had come up short.

"Stupid Darby!" Dash exclaimed, rising up into the air slightly and cursing the name. "I'll bet he knew Discord wasn't here and sent us here on purpose for kicks!"

"Now, now Rainbow, I'm sure he had the best of intentions..." Twilight said, trying to calm the weatherpony down. "We'll just...go back to him, tell him Discord wasn't here, then pick up from there."

Rainbow Dash grunted in frustration, bucking a stray stalactite to alleviate her emotion.

CRICK.

Pinkie slowly, (And in a out-of-character moment that would let Twilight know how bad things had just went wrong) cautiously looked up to see a crack from the stalactite spreading through the cave ceiling.

"CAAAAAAAVE-IN!"

* * *

Starscream peered out of his cave cautiously, scanning for any signs of that wretched Airachnid.

"Ahh...she's gone, for now." Confident in this knowledge, he began to walk away from the cave...

only to see Airachnid hanging from a tree's branches'

"Airachnid!" Starscream exclaimed, pointing his arm missile with purpose. "What are you doing here again?"

"Hunting." Airachnid replied with a crooked smirk. "For Ponies."

Starscream's face drooped in confusion. "...Ponies?"

"Yes, Starscream. Ponies. Not normal the little horses the humans let their little girls ride around, but powerful little equines who beat Megatron in combat."

"_WHAT? THEY..._BEAT_ MEGATRON_?" Starscream screamed in surprise.

"Yes. Quite handily, might I add. They had some sort of artifacts around their necks they shot a rainbow straight at him." Airachnid answered. She looked around.

That was twice today Starscream had given her the slip. How embarrassing.

Shaking her head and growling, she skittered around, looking for hoof prints.

* * *

Dust blinding her vision, Twilight struggled to get out of the rock pile she was buried in.

"_Come on..._" Twilight thought to herself. "_I need to make sure my friends are all right!_" Though the thought was enough to giver her a burst of energy, it wasn't enough to break free of her seeming grave.

Sunlight suddenly shone, and Twilight could feel the rocks being lifted off her back. Trying to steady herself, she looked around to make sure everypony was still in one piece. Rarity was dusting herself, Pinkie Pie was dusting Fluttershy, and Applejack was still half-buried, though it would be easy to get her out once they had regrouped.

"Where's Rainbow Dash?"

"I am working on excavating her as we speak." A raspy voice replied.

Twilight looked at her friends, then to her left, then her right, before twisting her neck around to see what was behind.

A long, gangly claw tore at some rocks, revealing the slightly bruised, but otherwise healthy head of Rainbow Dash.

Twilight looked up to see her savior. "Who...who are you?"

The mystery mech flashed an impossibly confident smile while he scraped rocks and pebbles off Rainbow Dash's body.

"Oh, no one special. Merely... Starscream."

* * *

**I thought of a simile ("Like softballs on kevlar") but it did not have the meaning I would have thought it to. **

**Sorry for the sparse Notes, but I really don't have much to say here other then...  
**

**THERE. YOU FINALLY HAVE YOUR SCRAPPING STARSCREAM. ARE YOU HAPPY NOW?  
**


	3. Altered Carbon

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

Rainbow Dash shook herself to get feeling back into her body. Having done that, she tilted her head up to see Starscream, and her keen flying eyes zeroed in on the insignia on his chest.

"You!" Dash pointed with her hoof. "You're a Decepticon!"

"_Was _a Decepticon." Starscream corrected. "Once Megatron's Second-In-Command, the highest rank in the Decepticon army, I defected once my treatment at his claws prove to test even my immeasurable patience."

"Second-In-Command? What does _that_ mean?" Pinkie Pie questioned scratching her head with her hoof. Before Starscream could answer, a soft voice asked another question.

"Um, Mister Starscream? I appreciate that you dug us out and saved us from suffocating, but if you're not a Decepticon, then why do you have their symbol on your chest?"

Starscream narrowed his eyes and nodded his head imperiously. "Because the symbol is not a mere _badge_ that I can just _pull off_. It is branded, straight into my body." Starscrem raised his index finger, which gleamed evilly in the afternoon sunlight. Evilly enough that Fluttershy backed away a step. "But if it pleases you..." Starscream swept his nail across his chest, putting a tally mark through his insignia. "Now..." The mech pointed at Pinkie. "The pink one wishes to know the meaning of 'Second-In-Command'. Before I answer her, are there any other questions?"

"Yeah." Dash growled, soaring up to look Starscream in the face. "Why did you help us?"

Starscream put his claw to his chest in apparent offense. "Why, only to make sure I got to you before _he_ did."

"Before who did?" Twilight Sparkle asked with worry.

Starscream turned to her gravely. "The most despicable 'bot this side of the Milky Way..."

Starscream paused for dramatic effect.

"_Optimus_ ...Prime!"

* * *

_"It's nothing personal. Well, scrap them. _Make_ it personal."_

**Friendship Is Magic: Prime: Act III**

**Chapter III: Altered Carbon.**

**Episode Synopsis: The Autobots and the Ponies meet for the first time.**

* * *

A converted cold war outpost, renovated to accommodate at least six autonomous robotic organisms from the planet Cybertron. Or 'Autobots' as they were colloquially known.

Walking through the hallways was the gigantic-even-by-Autobot-standards, green, construction-helmeted stock -fingered Bulkhead, whose leg panels broke away from each other with each motion of his legs, something the rest of the Autobot's didn't do.

"Hey, Ratch!" The ex-Wrecker called, slumping his back against the doorway to the master control room. "Got anything for me to do?"

Ratchet, a white robot with orange lines, a car's radio antennae on his shoulder, bits of window folded against his chest, and a double-set of red chevrons attached to his head, was the Autobot's medic, surgeon, and back-up leader for when their Prime wasn't around. Fiddling idly with some Autobot-sized injection tool, he briefly nodded his head. "No, Bulkhead, I'm afraid not."

Bulkhead grunted. Miko, his human friend, was at school, there were no Decepticons about to smash, and none of the other bots were around to spar with. He crossed his arms and huffed. "This stinks..." He muttered in his deep, construction-worker voice. His eye (or optic or whatever) caught the instrument Ratchet was fiddling around with. "Hey..." he walked over to stand just behind Ratchet. "That's not Synth-En you're messing with, is it Doc?"

Ratchet threw his head backwards to look back at Bulkhead. "Yes, yes it is." Ratchet raised his hand to cut off whatever objection Bulkhead was about to throw at him. "But don't worry. I'm testing it only on machines. I'm trying to find the missing parts of the formula. "

Bulkhead made a disgruntled noise, but relented and walked around for something to do. Picking something off the table, he lobbed against the door, causing it to embed itself in the door.

"BULKHEAD! I MIGHT NEED THAT!"

* * *

A chubby human in a gray suit, dark skin and black hair -Special Agent William Fowler of the United States Military- sat inside the passenger of a long-nosed trailer truck cab- which was in reality, Optimus Prime, the Last of the Primes.

"So then, then I said "Solider, that's a cell phone!" Fowler concluded his story, bursting out into laughter. His laughter got quieter and quieter until it died away completely. "Oh, come on, Prime! That was hilarious!"

"_I agree_, _Agent Fowler_. _Though as a Prime_,_ I must remain in control of my emotions, lest my enemies take advantage of them_."

Fowler shrugged. "Decepticons haven't attacked today."

"_They could at any moment._"

Fowler put his knuckles to his chin, putting himself in the pose of _The Thinker_. "Yeah, that's true."

A beeping came from Optimus' dashboard. A call.

"_Optimus Prime and Special Agent Fowler_, _how may we be of assistance_?"

"_Uh, yeah, Optimus_?" replied Jack's voice. "_Found that the Ponies were after Discord on orders from some chicks named Celestia and Luna_._ I couldn't reach you, so I went ahead and gave them his location_._ Is that all right_?"

"_Of course, Jack. I apologize for ceasing to answer your calls. I must've become too engaged with conversation with Agent Fowler._"

"Whoa, whoa, whoa!" Fowler exclaimed. "Do _not _try to pin this on me! If you think you- wait, you said these...'Ponies' were after that snake Discord?"

"..._yeah_?" Jack replied.

"AND YOU JUST _LET _THEM KNOW WHERE HE IS WITHOUT QUESTIONING THEM!?"

"_Agent Fowler, there is no need for volume. I am sure Jack did some questioning, and I'm assured the Ponies' intention is honorable by the mention of the names Celestia and Luna, whom Discord told me were his enemies._"

Agent Fowler crossed his arms and glared at the dashboard. "And why, if these Ponies came from Equestria, why have I not been involved? Do you realize the problems they could cause if they interact with the wrong people at the wrong time?"

"_I had not, Agent Fowler. Jack, where would you say the Ponies' last location was_?"

"_In the cavern you hid Discord in._"

"_I will take Agent Fowler there so that he may liaison with them and explain the customs they must follow._"

"Will someone tell why we didn't do this earlier?" Fowler yelled.

"_Something had my attention...something about a solider, a cell phone and a bunny rabbit_?" Optimus answered.

"What are you-" Fowler's shoulders sloped in shame as he realized Optimus was referring to his overly-long joke.

A horrible _skreeeeee _came from Optimus' wheels as he activated his systems to speed off.

"PRIME!" Fowler screamed as Optimus swerved from side to side, "I'M NOT WEARING MAH SEAT BELT! DO YOU KNOW HOW MANY VIOLATIONS THAT COULD BE?"

* * *

"So you are here hunting Discord." Starscream repeated while he and the Ponies trotted along the side of the road, having since introduced each other prim and properly, the Ponies having since put their Elements. "I cannot say that is a name of any familiarity to me..."

"We've told you what we want. Now tell us what you want." Rainbow Dash snarled.

Starscream ceased his walking, turning back to face the Ponies. "I have heard that you faced Megatron in combat...and seeing as you're here talking to me right now, I can only assume it ended in your favor."

Twilight scraped a back hoof. "Oh, that was nothing. Just doing our part for our home."

"Mmm, yes, well...See, that's why I sought you out. If you can defeat one leader, why not two?"

The Ponies' all adopted befuddled expressions.

"Optimus Prime, leader of the Autobots..." Starscream explained. "He is a cruel and barbaric despot who cares for no one but himself. Even his closest allies are not safe from his rage."

The Ponies all gasped in horror.

Starscream's optic drew itself towards Rarity, whose expression was less severe then the others.

"And he has a terrible fashion sense that he enforces on his troops!"

Rarity gasped in a very dramatic, very Rarity fashion. "This roguish Optimus must brought to the Hoof of Justice!"

Rainbow Dash had half a mind to protest that they didn't need another distraction, but the other half was remembering about the cruel treatment the Junkions had endured under the Star Seekers.

"C'mon, Twilight! Let's find this 'Prime' dude and smash his lungs in!" Dash's magenta eye rolled over in its socket towards Starscream. "He does have lungs, right?"

* * *

Optimus pulled up the rock pile that was Discord's holding facility until some time ago. Fowler observed the destruction through Optimus' window.

Optimus shapeshifted into his robot mode, his vehicular-mode roof opening enough that his hand could reach in and grab Fowler to keep the human from being squished. Now fully transformed, Optimus placed Fowler on the ground.

"Looks like a cave-in." Fowler remarked putting his hands into his pockets.

"The most likely scenario that comes to mind is that in the heat of Discord's and the Ponies battle, a vital structure was damaged, thus bring the cavern down on them." Optimus concluded. "A moment of silence, then, so that we may mourn the passing of those who-"

"Prime, come here. I got a little something for ya." Fowler interrupted, his hand raised. "I bent over to rest on the rock, and I got this on my hand."

Optimus crouched down his knee, taking his massive, factory-black finger and sweeping across Fowler's much smaller brown one. Optimus rubbed his finger and thumb together to better gestate what the residue was.

"Propellent." Fowler said. "Jack say anything about those Ponies having missiles?"

Optimus clenched his hand into a fist and gritted. "Starscream..."

* * *

The Ponies and Starscream sat in the cave Starscream had been hiding in earlier, since it was in close distance to the Ponies' hijacked ship.

"So, Starscream." Twilight Sparkle inquired, using her magic to prepare a meal for her and her friends. "How do you know Optimus?"

"Ahhh..." Starscream replied. "Long ago on Cybertron, a Great War was started. Megatron and Optimus Prime were two very important figures in it, earning many victories, allies and even inspiring others to take up arms. Sadly, no one could have predicted their flawless, complimenting idols, Optimus Prime and Megatron, to let the stress and pressure tear at their minds. Just as all the government officials were ready to seal the deal and call the war 'over', Optimus and Megatron both attacked, claiming that they should put in power for all the hard work they had put into their service of Cybertron. A split emerged between the two friends. Megatron wanted Optimus as his second. Optimus wanted Megatron as _his _second. This slight disagreement as who would be 'on top' escalated to the point they are now bitter enemies, and the War continued." Starsceam explained, the mixing a few kernels of truth within his complex weave of lies. While most of it was true, Optimus Prime being just as power hungry as Megatron was an utter fib.

Twilight levitated a dish to Starscream's reach with her magic, he declined. "This is organic food. I am not an organic." The Ex-'Con told her.

Twilight nodded head in understanding and sat the plate down by the campfire. She looked forlornly into the flames and signed.

"What's the matter, Twi'?" Applejack asked between mouthfuls.

"It's just...I don't think we can take on Optimus."

Starscream's optics shrunk in alarm. "WHAT?" He mimicked the motion of clearing his throat. He had to stay calm, lest he reveal his true nature to them before it would be...of benefit. "Ahem...I mean, why not? You have bested Megatron, haven't you?"

Twilight shook her head. "That's just it. To beat Megatron, we had to use the Elements of Harmony...We need Celestia's permission to use them, though due to circumstances she let it slide just this once. We don't have her permission to use them on Optimus Prime and we can't contact her to ask for it..."

"Oi!" Dash objected. "We don't need Elements to take on some...Megatron copycat! We beat Breakdown, your magic owned Knock Out and my awesome moves totally wrecked Soundwave, remember?"

"Yeah!" Pinkie agreed. "You gave cover fire so Wreck-Gar could beat Thundertron, didn'cha?"

"Not to forget narrowly escaping that brutish Bruticus Max...Max...whatever." Rarity added.

Starscream covered his mouth with his claw, trying to suppress his disbelief that these Ponies had accomplished all these feats. _Clearly, these Ponies are more then I bargained for!_

"'Sides," Applejack said. "I think Celestia'll be kind enough to understand why we would use the Elements of Harmony on somepony that's as nasty as this Optimus feller."

The six ponies gathered around for a group hug, assured what they were planning to do was right.

* * *

Several miles away from either Autobot or Pony, men in form-fitting blackish gray suits and sweaters over them were digging under the command of one. MECH, digging for Energon for their insidious project. Project: Chimera. A plan to give the loose-morale organization the power of living technology, just like a Cybertronian.

However, one man, taller, with more muscle, sat criss-cross applesauce on the mine floor, a paper detailing the information MECH had garnered on Cybertronian biology. Another oddity about this man was that his facemask was a much lighter, paler gray then the others, and he wore a black scarf around it, even when it wasn't cold. Another MECH solider came over to see what he was doing.

"Supervisor Adam, we've gathered forty-percent of all the Energon here."

"Excellent..." Adam responded, standing up. There was a hiss in his pronunciation of 'x'.

The MECH solider looked over Adam's shoulder. "Sir, why do you keep pouring over that?"

"For your information, Agent Novo..." Adam responded. "I'm trying to decipher more ways we could equip in anti-Cybertronian armaments...and I think I've found it."

"Oh?" Novo questioned.

"Yeeeesss..." Adam hissed. He handed the Novo the paper ("Hold this.") reached into his pocket to pull out his cell phone and placed a call.

"_Hello? This is a private weapons company, so I take it you've done business with us before?_" a perky female voice asked.

"Yes...It's Adam. I need some something..."

"_OH! Anything you need, sir!_" The voice exclaimed.

Adam make an imperious gesture to himself. "Sabot rounds. Lots of 'em."

"_We'll have them ready right away sir."_

* * *

The next morning, Starscream and the Ponies got themselves ready to hunt down Optimus Prime.

Starscream yawned quite loudly, putting his claw to his mouth politely. "So, are you all..._aaahwwnn _ready?"

"Yeah." Twilight Sparkle answered for the group. "All we need to is find Optimus Prime."

"How we gonna do that?" Applejack pointed out.

"Well...We have the ship we stole from Kaon." Twilight recalled. "I'm sure it'll go fast enough for us to find Optimus..."

"Ah ah ah!" Starscream scolded. "No need to fly about like some ignorant gnat. I have a method for attracting Autobots..."

"Well?" Dash raised an eyebrow. "Let's use it!"

"No, no." Starscream shook his head. "It will take no time at all for it be activated...but we need somewhere more..." Starscream knocked on the cave wall, causing a crack in it. "Maneuverable, if you are to confront Optimus Prime."

"Like where?" Rarity speculated.

Starscream smirked smugly. "Might I suggest this shipyard I know of? It's not too terribly far off."

"Sounds as good a place as any." Rainbow Dash agreed. "How about you convert into your other mode and take us there?"

Starscream's smirk turned upside down. "I would be perfectly willing to provide you with a ride...but I cannot transform, for my T-Cog, the organ that allows us Cybertronian to adopt our vehicular modes, has been stolen by human savages." Starscream took in a deep breath.

"That's not very nice of them!" Pinkie exclaimed.

"Well, no. Savages generally are not. I believe now would be as a good time as any to inform I will be unable to accompany you on your mission."

"What? Why?"

"Because." Starscream answered. "My presence would incite Optimus Prime's wrath without hesitance, thus depriving you of a potential advantage. Be warned, My Little Ponies, Optimus will say anything and everything to put you where he wants you."

Twilight nodded. "Understood." She turned to the others. "Let's get 'im, girls!"

"YEAH!" The girls cheered.

Fluttershy whispered something into Twilight's ear. "Yes, Fluttershy, sounds like a good idea. Starscream, we're gonna pick something up from the ship, okay?"

"What's that?"

"A ride."

* * *

Ratchet put his finger inside the plaster bucket, like a human child playing with finger paint. His method of applying it to wall where Bulkhead's little flinging game had left hole wasn't actually all that much different.  
The Autobot muttered under his breath, burning ever so slightly at the fact this was interrupting his experimentation with the Synthetic Energon.

"Thank you, Bulkhead...as if my tools didn't already suffer enough abuse, _oh no_. They need about twenty-percent more abuse before they can _feel appreciated!_"

A ridiculous notion, given that Ratchet's tools couldn't possibly feel.

A _beep-beee_ came from the computer.

"What?" Ratchet asked to the thin air as he finished putting the plaster in. Approaching the computer, he let out an irritated noise seeing that it was high frequency signal...with an embedded message.

"What on Earth or Cybertron or where ever we are do you want now, Starscream?" He put his finger onto the panel and brought the message up. "Hmm?"

_Optimus Prime._ The message began. _Come to these coordinates so we can bring the pain in on you... for everypony._

Ratchet raised his browplate. That did not sound like a message Starscream would write. Starscream was smug and overconfident, but he knew better then to take Optimus head-on by himself. 'Everypony'? What was the meaning in that? He put his finger to his head to call the message's intended recipient.

"Optimus, I have a high-frequency signal with an embedded message. An unusual one, at that. I'd recommend covert ops and back-up."

_"Understood. I will call for back-up._"

"'Well...That should make Bulkhead happy..."

* * *

Bob hovered above the abandoned shipyard, the pool of water that was the parking dock showing a reflection of his cybernetic beetle mode as he sped past above it, landing on the edge of the ground. Twilight, Pinkie, Rarity, Rainbow, Fluttershy and Applejack all climbed over his legs and onto the ground, some more gracefully then others.

"Oof..." Twilight complained at her rough landing. She took in a deep breath and sucked the pain up. "All right everypony. This is the location. If Starscream's method worked, then Optimus Prime will be here any second now."

"Oh my." Fluttershy gasped.

The Ponies sat there for awhile in anticipation and fear. If Optimus was as nasty as Starscream had said, there was no telling where or how he might attack.

_BRRROOOOOUUUP._

"Look!" Applejack yelped. Everypony did so, turning to see a GroundBridge some distance in front of them.

"Bob, I want you to hide. I don't want you getting hurt." Fluttershy told her new pet, who clicked together his mandibles in protest, but relented. Taking to the sky again to flutter over behind one of the buildings.

The nose of a very large, dark red truck popped out of the GroundBridge, followed by the blue motorcycle Jack was riding, Jack replaced by some slim attractive female 'hoo-man.'. A military green jeep, and a yellow muscle car with black stripes joined them, all the vehicles covering each the others flanks. They sat there, their headlights' beam pointed dead-on at the Ponies.

"_Isn't that Jack's bike_?"

"Shhh!" Twilight hushed Fluttershy. The unicorn stepped forward and stomped a hoof. "Cut out the secrecy, Optimus Prime! We know who you are!"

The vehicles seemed deadly silent, as if unnerved by Twilight's proclamation. After a minute or two passed, the red cap rolled forward a bit. All the Ponies tensed, afraid that it was about to ram them, but it stopped soon enough. Then its panels began rearranging, giving away its true, Cybertronian nature. Panels popped up and out, joints began to form, its smokestacks lifted up, rotating with the forming-shoulders until they were on it;s back. The rear wheels of the truck hitch had gone to the sides of it's metallic blue legs. Black 'shoes' and hands formed at the end of its legs and arms, respectively. The window panels broke away from each other, the shifting revealing there that windows were larger then the vehicular form showed. A head appeared atop the window-chest. A soft face, of sorts. A silver one inside a blue 'helmet', the helmet having two pairs of antennae on it's sides and vents of some sort. It's blues eyes were fan-like and locked inside black holes

"I am Optimus Prime, Leader of the Autobots." He introduced himself. His voice was baritone, but it had a weak point in it, like he had been crying on the inside and keeping it all in for thousands of years.

"But you knew that already, did you not?"

Twilight nodded. "Mh-hm."

"If I may be so bold, may I ask who you are?"

"I'm Twilight Sparkle, and these are my friends Rarity, Fluttershy, Applejack, Rainbow Dash and Pinkie Pie."

Optimus bent down over on to one knee, so that he was at least a little closer to eye level with them. "It is pleasant to meet you and your friends, Twilight Sparkle." He gestured towards the vehicles behind them. "Those are my friends, Arcee, Bumblebee, and Bulkhead. May I ask what are you doing here?"

"We're here to pound you to scrap!" Rainbow Dash answered, stepping forward and snorting.

Optimus crooned his neck. "You sent that message that brought us here?" Optimus' voice took on a sorrowful tone suddenly, "Have I somehow wronged you?"

"No..." Twilight replied as she and the girls ready their Elements. "But we know you've wronged some non-pony ponies, and we're gonna pay you back for each and every one of them." There was a hard edge in her voice. She was determined to stop this monster.

Optimus looked at the jewelry the Ponies were adorning themselves with and raised an browplate. _Are these...the Elements of Harmony? These are the Ponies Jack was talking about?_

"Ahhh...are you the Ponies that are hunting Discord?" Optimus questioned.

"_How did he know about that_?" Dash whispered with slight panic.

"_I don't know_!" Twilight whispered back. "_Just blast him_!"

The Elements began to pulse, the Ponies levitating in the air with the magic coming from them. Optimus took an instinctive step backwards.

The blue motorcycle rolled forward, but Optimus held his hand out to order it to keep away.

"Girls!" Pinkie exclaimed "I feel something funny coming my Element!"

"Now is not the time for your Pinkie Sense, Pinkie Pie!" Twilight snapped.

How fortuitous for Pinkie, then, that it wasn't Pinkie Sense.

Optimus stumbled left and right, having lost his balance. Twilight took this to mean that the that Elements were already working on him. They were...

Just not the way she would've liked.

Deep in Optimus Prime's innards and beneath at least two layers of circuitry, the Matrix of Leadership, the holy artifact given only to the current Prime, beat. Like a heart, resonating with the Elements' holy magic. It began to whir, Optimus clutching his chest in response to the alien feeling.

"Come on girls!" Twilight exclaimed reassured, "We got him on the ropes!"

Optimus gasped as blue energy from the Matrix began seeping from his chest without it opening. The blue energy whipped and curled into tendrils which snaked their way around his chest, up his shoulder and down his arm into his hand, where the tips of the tendrils met each other and condensed into a sphere. The sphere began growing in size. Once it was large enough, it exploded into a half of a 'shockwave ring' where it went towards the floating Ponies and struck the Elements. The Elements' crackled with the energy surge, then just...stopped. The Ponies fell down onto their rumps.

"What happened?"

"Wasn't me!"

"How..."

Twilight looked on at Optimus in fear. Discord had made herself and friends unable wield the Elements by no longer representing them, but he never displayed the ability to outright _dispel _them once they had been activated! How powerful _was _this Optimus Prime?

What Twilight didn't know was that Optimus was just as dumbfounded as she was at the Matrix's abnormal action. It shouldn't have done anything without his command.

Essentially, what just happened was that the Matrix, sensing the Elements of Harmony and it were kindred spirits -both were powerful, mystical, older-then-recorded-history artifacts- waved it's hand and said 'Hey guys it's okay. He's with me." To the Elements about Optimus.

But really, how were any of them supposed to know that?

Twilight and her friends slowly put the Elements back into their magic-enhanced saddlebags.

"Twilight Sparkle, I would like to assure I have little idea as to the event that just occurred." Optimus Prime told them. Twilight shook her head.

"Whatever. We're gonna stop you. For good." Twilight snarled.

"Yes!" Rarity agreed. "An end to your crimes against fashion and everything else you've defied and ruined!"

Optimus face seem to sag. "You...think of me...as some of sort of defiler?"

"YES!" The Ponies answered collectively.

"You wish to put an end to my reign?"

"That's right!" Applejack replied with a hoof stomp.

Optimus crouched down. "Is there anything I can do to convince you to walk away from this course?"

The Ponies all shook their heads, heedful of Starscream's warning.

"I see." Optimus noted somberly. He turned towards the vehicles behind him. "Autobots, Smoke and Mirrors!" He transformed into his truck cab mode and rejoined his brethren.

The Ponies reared up their behinds, anticipating any move.

The four Autobots started their engines, rolled forward juuuust a little bit, then began chasing after each other circles. The circular motions allowed their exhaust fumes to build up and form a gigantic smoke cloud, which all they took off out of in different directions. The motorcycle joined the jeep, while the muscle car and Optimus went solo.

Twilight used her hoof to direct her friends after them, assigning Rarity and Applejack after the car, Dash, Pinkie Pie and Fluttershy after the jeep and motorbike, with herself being the one to pursue Optimus.

Rarity and Applejack galloped diligently after the yellow car, Applejack yelling taunts and Rarity questioning her about.

"Come on, Yellowjacket! What are ya, chicken?"

"Is that necessary, Applejack? I'd rather think that infuriating it would only serve to endanger us!"

"Eh, don't be a sissy!"

The muscle car observed them in it's rear view mirror. Beeping, it spouted out some brown substance- motor oil- from its exhaust pipe.

"Oh my, that doesn't look pleasant..." Rarity observed.

"Don't be a sissy!" Applejack repeated, grabbing Rarity and throwing her onto her stomach and into the liquid and then trotting after her. Her plan to increase Rarity's bravery backfired horribly, as she preceded to slip and slip on her legs while Rarity slid on her stomach. They eventually crashed, ending up as a ponypile that was covered in oil. The impact took just enough energy out of them for "Yellowjacket' to make a getaway.

Optimus swerved, turned, and spun out to avoid the shipping crates that Twilight was using her magic to hurl at him.

"_Twilight Sparkle, please! Violence never solves anything!_" Optimus pleaded.

"As much as I want to agree, I don't intend to trust you." Twilight Sparkle growled, hurling yet another crate at him. Optimus put the pedal to his medal and increased his speed. Passing by a two buildings, he caught a glimmer of a wire fence. Pulling back, his headlights shone on the fence as he rolled in between the buildings.

Rainbow Dash fluttered just slightly above the ground, so that she was flying while still close to earthbound Pinkie and flight-fearful Fluttershy.

The motorcycle adjusted it's mirror between the Ponies and some shipping cranes. "_Hey_,_ you thinking what I'm thinking_?" she whispered to the jeep.

"_I don_'_t know_, _but if you_'_re thinking what I think you_'_re thinking, then I'm all for_ _it_!"

"_I_'_ll need a distraction..._"

"_Distractions are what I_'_m built for_!"

The motorcycle broke away from the jeep, converting into small, sleek feminine form with blue 'wings', circular shoulders, and a pointed head with pink guards on it's sides and pink-circled blue eyes, her motorcycles wheels splitting in half onto her heel-toed shaped feet. She back-flipped and front-flipped over the cranes' exposed controls.

Rainbow Dash noticed this, and was about to pursue when the jeep turned into a black-shoulder green giant that jumped up and down, causing shockwaves powerful enough to blast Pinkie and Fluttershy back and bring Dash to the ground.

A shipping crane descended down on them, catching Fluttershy by the head. "Oh my goodness oh my goodness oh my goodness!"

"Fluttershy!" Dash exclaimed, taking the sky with the intent to charge, Rainbow was caught mid-ascent by the tail by another crane.

"HEY!" Pinkie Pie exclaimed, turning over to where the bike-bot was controlling the cranes. "Are you singling me out?"

The bike-bot's eyes raised up in bewilderment. "Ummmm...no! You're just not the right spot, is all. Can you walk backwards a few steps?"

"Okie-dokey-lokey!" Pinkie answered, doing just that. "Here good?"

"Perfect." She pulled the next lever down, causing a crane to snatch Pinkie up by the midsection.

"Yaaay! I haven't been singled out and now I'm...trapped...too." Pinkie giggled. "Tee hee! I didn't think about that!"

"Well, that was easy." The green giant commented, rejoining his partner.

Twilight charged up, trying to regain sight of Optimus. She passed the two buildings Optimus turned into and mimicked his motions, walking backwards to take a second glance. The wired fence was torn open, and there were tire tracks leading off into the desert away from the shipyard. She entered in between the two building, like Optimus did, and investigated the removed fence. Sniffing it to confirm fuel emissions, she raised her head into the air.

"You can run, Optimus, but you can't hide!"

"I don't intend to!"

Twilight looked up to see Optimus standing in his robot mode on one of the buildings rooftops, the wire fence turned to a makeshift net in his hands. He threw the net down on Twilight, trapping her, then jumped off himself landing slightly in front of it.

Twilight arched her back. "Go on. Do...whatever is you do to your helpless prisoners!"

Optimus signed and shook her head, casting one last somber look at Twilight before transforming and driving off.

Twilight gawked, confused. She used her magic to lift the net just enough for her to slip out from under it, and set about regrouping with her friends.

* * *

Optimus Prime, Arcee, Bulkhead and a yellow, relatively-average sized yellow robot with lines emitting from his optics-Bumblebee all stepped through the GroundBridge.

"So, what happened?" Ratchet questioned. His interest was piqued, in particular by Optimus. The surgeon had served the Prime long enough to know when something had got him down.

"I think we need to add 'Ponies' to our list, right up there with Starscream, MECH and the 'Cons." Arcee informed grumpily.

"Yeah. Something had crawled up their tailpipes, and they a had a serious actuator to pick with Optimus." Bulkhead added. Bumblebee bleeped in agreement.

"Optimus?" Ratchet questioned.

Optimus looked at Ratchet gravely. "The Ponies...they said something that rattled me."

"What?" Ratchet asked, taking his hand off the GroundBridge lever.

"They said they were going to pay me back for all those that I have wronged." Optimus explained. "And I cannot help but feel there is some basis to that."

"WHAT!?" Ratchet exclaimed. "Optimus, please! You've saved hundreds!"

"What about Skyquake?" Optimus countered. "What about Drixco?"

"What ABOUT them!?" Ratchet screamed. "They were Decepticons! By choice! You tried to offer Skyquake a chance to defect, and he tossed it aside like a used pipeline! Drixco came right at you! It was either you or him, and you reacted instinctively! Optimus, few people know as well as we do that whether we save dozens, hundreds, or thousands...it's the just the single _one_ you fail that haunts you. You didn't fail Skyquake; If anything, he failed you."

Ratchet pulled himself close to Optimus and whispered. "Besides, while you both fought him, I think it was Bumblebee who dealt the killing blow."

"That is technically true." Optimus agreed. Ratchet turned to walk away, but Optimus gripped him by the shoulder. "Ratchet..."

"Thank you. I needed to hear that."

Ratchet smiled slightly, putting his hand on Optimus' shoulder. "That's what friends are for."

* * *

Starscream paced around the the cave, awaiting the Ponies return and status report. The fluttering of wings alerted him to a presence outside the cave. The Ponies came slowly walking in shortly after, looking downtrodden.

"Ahhh! So glad to see you're still in one piece, my fine fellows! How did it go?"

"Not so great." Twilight answered. "Optimus Prime brought back up...and they all got away..."

Starscream's perky expression faded. "Oh...well...that's...disappointing."

"Good news is, he left us intact." Applejack added.

"Yes...After all you told us, Starscream, I was expecting somepony a little less...polite." Rarity agreed.

"Starscream?" Twilight asked innocently. "Optimus had me trapped and at his mercy. You know what he did?"

"What? What did he do?"

"He left. Just like that. I can't help but wonder why..." Twilight rubbed her hoof on the cave in circles.

"Who knows?" Starscream said. "Optimus is a cunning and mysterious opponent. Now, if you'll excuse me, I'd like to be alone for just a second."

The Ponies nodded, then left the cave, leaving Starscream free to vent his frustrations.

"AAAAAAGGGH! THEY CAN BEAT MEGATRON AND SURVIVE BRUTICUS, BUT THEY CAN'T SO MUCH AS SCRATCH OPTIMUS PRIME? GRAAAAGH!" Starscream stabbed at the cave with his claws, causing rocks and a purple crystal to fall out.

Wait, purple crystal? Starscream bent over to pick up and examine it, and sure enough, there it was.

"Dark Energon! But...what's doing here?" Starscream's question was reasonable, but there was on thing he didn't know: The natural disasters that occurred just before Optimus Prime lost his memory and became Orion Pax had revealed surplus supplies of Dark Energon within the Earth, making them just as easy to mine and scrap together as the regular Energon deposits that had been planted there. He tilted the crystal back and forth in his claw. "Now that I have it, what I am to do with it?" he wondered out loud.

"Starscream, darling! May we come back inside yet?" Rarity called.

"Eh, what? Oh, yes, um..." Starscream alternated his gaze between the white unicorn at the cave entrance and the Dark Energon crystal. He raised up and saw Rarity through it. Saw...Rarity..._through _it.

Starscream knew what what he was going to do with the crystal.

"Yes, yes! Come right in, all of you! I found something of that most certainly be of interest..."

"What?" The Ponies all yelled as they rushed inside. Twilight and Rainbow instantly noticed the crystal in Starscream's grasp.

"What are you doing with that?" Rainbow Dash asked with fear.

"What is it?" Twilight asked with excitement.

"Dark Energon." Starscream answered starkly.

"I do not like the sound of that." Rarity said. "Energon is bad enough, but now it comes in _dark_ variety?" this distracted Starscream.

"Err, what, exactly, is wrong with normal Energon?"

"It acts like a horrible memory-wiping drug on us poor Ponies! It's...it's-"

Applejack covered Rarity's muzzle with her hoof. "Don't get us wrong, S.S. We know it's ya Decepticons life force and everything, right?" Applejack gave Rarity a look, and the unicorn nodded. "It's just, when we got it in us, it wasn't all that good."

"I can't imagine it being good seeing as Energon has a most negative effect on humans!" Starscream exclaimed, idly shaking the Dark Energon in his claw. "Though this does not discourage me from what I'm about to ask of you..."

"What?" Fluttershy inquired. "What were you going to ask?"

"For you to allow me to put this Dark Energon within you!"

The Ponies all gave wide eyed, 'are you mentally handicapped?' looks.

"Hear me out." The Ex-'Con requested. "Dark Energon has been shown to do a number of fantastic things that Energon cannot. When closely observed, Dark Energon has the polarizing opposite properties of Energon. If normal Energon has a negative effect on you, then surely Dark Energon's would be positive!"

"Sound logical." Twilight agreed, looking at the crystal with slight eagerness.

"Twilight, are ya sure about this?" Applejack asked. "We're gonna let him put a substance with the word 'Dark' in it's name inside of us?"

"Dark chocolate is pleasant." Fluttershy piped up. "There are lots of pretty shades of dark colors and-"

"Point taken." Applejack cut her off.

"Also, it wouldn't be inside you." Starscream interjected. "It would have to turned to liquid form for that. This is in it's crystal form. Sooo...who's first?"

The Ponies all exchanged looks. "Come now!" Starscream beckoned. "Think of the scientific value!"

Upon mention of science, Twilight stepped forward. "I'll do it, but I didn't take you for a scientist, Starscream."

"There's a lot you don't know about me." Starsceam replied coyly. "We'll get to all of them when they come up." He looked between the Dark Energon and Twilight. "How to put this in you without using all at once...Ah!" Starscream took his nail and cut the crystal at the tip with it, causing a tiny piece to fall of. He took the piece, examined where he could put it on Twilight, and decided on her Cutie Mark.

"This may sting a little..." Starscream stabbed the tiny piece into Twilight's flank, smack dab in the center of her star. She winced, then stumbled from a tingle suddenly going up her horn.

"Twilight!" Rainbow Dash cried out.

Twilight kept wobbling, then stood completely still.

"Are you all right, Twilight?" Fluttershy asked tenderly.

Twilight kept still for a second, then turned around, showing that her eye whites had turned purple while her irises took on a white-pinkish color. "Yeah! I feel great!" To emphasize her point, she jumped up into the air and proceeded to jump off the caves walls with an athletic grace and agility that impressed even Rainbow Dash.

"Wooow!" The Pegasus gasped. "If this D.E. stuff can do that for an Egghead like Twilight, what will it do for me?"

Rainbow Dash stepped forward, and Starscream repeated the process, cutting another piece of the 'D.E.' and stabbing it into Rainbow Dash's cloud Cutie Mark. This process repeated until everypony had one in her Cutie Mark.

"Now..." Starscream rasped, clicking his fingers evilly. "How about a rematch?"

* * *

Inside the Omega One outpost, Fowler was being abnormally silent at the news that the Ponies had attacked Optimus. "Doesn't sound like they're the good guys if they were that intent on beating Prime."

"On the contrary, Agent Fowler, I am under the impression that the Ponies were doing what they thought right." Optimus replied. "They said they would avenge those I have wronged. The fact that our thoughts disagree with theirs only means we must be careful of how -and if- we confront them."

"You're a hippie, Prime." Fowler said sagging against the guardrail.

"Optimus!" Ratchet yelled to get the Prime's attention. "I'm detecting six distinct signatures out in the open...Dark Energon signatures."

Optimus crumpled his fists. "I do not know what you wish to accomplish, Megatron, but I know it must be stopped. Autobots! Transform and Roll Out!"

* * *

A truck, a bike, a muscle car and jeep all sped through the GroundBridge and out into the open Nevada dessert, complete with cacti and large rocks too large to be pulled out of the ground.

The Ponies were there, looking at the Autobot's arrival direction ominously.

"Little Ponies!" Optimus honked out, his headlights blinking. "I know you bear a grudge against me, but I must request that you vacate the premises! We have detected Dark Energon signatures within the area and-"

"That's _us_, you overgrown..." Rainbow Dash turned to Twilight Sparkle. "Um, what can I call a truck that would offend it?"

"'Piston rod.'"

"Overgrown piston rod!"

The Autobots all transformed into their robot modes. "What?"

"Twilight Sparkle, I understand that you do not wish to make peace with me, but please; Do not rely on the Dark Energon! It is a twisted and vile substance that will corrupt and mutate you and your friends!" Optimus pleaded.

"Oooh, shut up, you uncouth fibber!" Rarity yelled, really not wanting any old man ranting from the fire-truck red titan.

"Fibber?" Bulkhead questioned. "You calling Optimus a liar?"

"Yes!"

"Hey, you can fight us, hate on us, tell us we need to lose weight..." Bulkhead said, converting his left hand into a studded spherical mace.

"BUT YOU DO _NOT_ CALL OPTIMUS A LIAR!"

"RARITY DON'T!" Twilight shrieked at Rarity when the white unicorn began charging straight at the green Autobot.

"BULKHEAD NO!" Optimus did the same when Bulkhead raised his mace and barreled towards Rarity.

_Whoooo-ttoooom._ Shockwave 'air rings' emitted from the epicenter of the impact.

The Autobots stared with wide optics.

The Ponies stared with wide eyes, bar Rainbow Dash, who was smirking at Rarity's success.

Bulkhead's arm strained from the grip Rarity's hoof had on his hand-mace. "How...are you...doing that?"

"Simply, dear Bulkhead. With the Dark Energon enhancing my figure and prowess, no amount of weight is too much-"

"No, no, I know the Dark Energon is letting you block my arm. I want to know how you're grabbing it with a hoof! _You don't have any fingers_!"

Raity shrugged her shoulders. "I've never questioned it before..." discarding Bulkhead's questions, Rarity grabbed Bulkhead's mace with both hooves, lifted up into the air and began spinning him around in a top-like pattern before tossing him over the Autobot's feet, his head craned backwards towards them.

Bulkhead stared at the upside-down vision of the other Autobots before him.

"Tell me that did not just happen. Tell me I did not just get flung 20 feet by a...by a...by a white horse that prances around all sparkly!"

"What's wrong with being sparkly?" Rarity questioned. "Also, if it makes you feel better, I _did_ 'cheat': I used my unicorn magic for that throw!"

"But not for the lifting...?" Bulkhead muttered.

_Beep_ _beep bleep. _Bumblebee beeped.

"Authorized!" Optimus responded. Optimus drew up his faceplate and converted his arms into two, shotgun-like blasters with aiming sights that looked like mini-versions of the barrel. Two dual-barreled laser pods emerged from behind Bumblebee's wrists, and Arcee's arms were replaced below the elbow by rectangular blasters with curved slits at the end of the barrel. Arcee and Bumblebee began running away from Optimus as they opened fire, so as to cover more ground.

The Ponies followed suit, galloping away from each in a semi-circle to take on their respective opponents. Rainbow Dash took the sky to survey the area, planning to react rather then act. (An unusual tactic for a brash pony like Rainbow Dash.)

Twilight charged at Optimus, the Prime's powerful shots thankfully missing. Looking around, Twilight saw a cactus and yanked it out of the ground with her magic, which the Dark Energon had turned from a purplish-red to a starry purple, and started smacking Optimus with the cactus.

Bulkhead groaned, rolled over on to his stomach, then took aim with a hand blaster shaped like a factory plunger. Rarity cartwheeled to avoid the pellet shaped blasts.

Fluttershy flew up and around Arcee's head in circles, the Autobot's shot missing. "Okay. First, fly, then..." Fluttershy muttered to herself, unable to think of a way to overcome the blue bike-bot.

Applejack and Pinkie Pie charged straight at Bumblebee, who had oddly stopped firing.

"Ah'mma gonna make you pay for that oil bath back there, pardner!" Applejack yelled.

_Bleep Bleep beep beep beep Bleep_. The yellow Autobot replied in response.

"Heeey..." Pinkie said as the two Earth Ponies got closer. "He's not firing. Why isn't he firing?" A good question, since a few more steps and they would be in bucking range.

Just as Pinkie and Applejack were to buck the Autobot's ankle servos out, Bumblebee fired his blasters the ground, the impact of the lasers kicking a huge dust cloud.

"Hey!" Applejack protested. "What's going on? Why can't Ah- AAAAGGGH!"

Rarity looked at Bulkhead with half-lidded eyes. "Bulkhead, I grow quite tired of our little game."

"I'm getting a little tired of you not getting blasted." Bulkhead snarled in response.

Rarity pouted. Horn alight, she used her magic to lift one of the deep-set rocks and bludgeon Bulkhead with it until the Autobot was out.

Fluttershy hadn't noticed that Arcee had stopped firing. Seeing that just firing wasn't working, the bike-bot had decided to use her personal approach: Sniping. Fluttershy, taking note of her surrounds, began gathering clouds up into one.

"What?" Arcee snapped in alarm, missing her perfect opportunity to snipe the Pegasus. "She can...grab clouds? How does that even work?" in the moment of distraction, Fluttershy brought her cloud mass down Arcee and batted her aside, placing her alongside Bulkhead.

"Twilight Sparkle!" Optimus snapped, dodging and ducking laser pellets of unicorn energy from Twilight's horn. "Please do not let yourself and your friends possess the Dark Energon for long! It will trigger horrid alterations in both their bodies and psyche!"

"You're really latched onto that, aren't you?" Twilight noticed, for a moment, she had some concern that there might be truth in Optimus' words, but shook her head. "I'm gonna right everypony you did wrong!" saying more to convince herself then anything.

"I-" Optimus began.

_They were Decepticons! By_ _choice!_

Optimus' gaze hardened. "I am the Last of the Primes. My lineage has led the masses and defended the weak since just a few short minutes after the dawn of time." Optimus fired a shot straight at Twilight, blasting her some distance and knocking her to her stomach. She groaned and tried to get up, but couldn't. Optimus' factory black 'shoe' came into her peripheral vision. She looked up to see the blue end of Optimus' Ion Blaster aimed straight at her, whirring to charge.

"I am Optimus Prime, and I do not have to tolerate _your slander_." Blue spheres began appearing around the Blaster's tip: Charges of energy that were too much for the Blaster to generate into its barrel, but not enough that it couldn't generate them _outside_ then suck it like a vacuum cleaner, forming a much larger blue sphere mounted to the tip. A blast.

Twilight glared wide-eyed, before nodding her head for the end.

Rainbow Dash swooped down and tackled Optimus in the face, causing his Blaster to be displaced and the shot to go off into the distance, where it landed into the ground and made a crater big enough to give Arcee an up-to-the-neck sand bath in.

_That...that could have been me!_ Twilight thought to herself. Honestly, she couldn't thank of a time where she ever been more grateful to Rainbow Dash. Maybe there was one, but she couldn't think of it.

Whipping her head back, and at Rarity's urging, Twilight levitated the rock bludgeon Rarity had used to knock out Bulkhead and smacked Optimus Prime with it. It took a few hits before the Prime finally fell backwards, joining his comrades on the ground and forming an inverted triangle.

"Autobots! On your...heel...struts..." Optimus ordered, his voice losing volume as he gave the order. Using his elbows to try to get up, they gave out under him and his optics blinked out into black as he faded into unconsciousness.

Rainbow Dash, Rarity, Pinkie Pie and Fluttershy all regrouped over at Twilight's side.

Twilight levitated the rock bludgeon just over Optimus Prime's head.

"Let's end this."

_To Be Continued In:_

_Friendship: Prime : Act III Chapter IV: Enemy Mine  
_

* * *

**And lo, Friendship: Prime introduces it's Running Gag: When a body part is referenced, confusion about will be made. Examples:**

_"I know that deep inside your Spark or heart or whatever..."_

_"My optic is blind!"_

_"Um, you don't have optics."_

_"Whatever I have is blind!"_

**The bit about what MECH's up to seems a bit out of place, since this chapter doesn't follow up on it, but I would neeever put something in that wouldn't be relevant later.  
**

**Also, neither Adam or Agent Novo are fan-characters.**

**Has anyone noticed that I'm trying to execute the 'cold open' from both shows in this Act? Where they show the first 50 seconds- 2 minutes _before_ the intro? This isn't getting on anyone's nerves, is it?  
**


	4. Enemy Mine

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profits entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

_Previously on Friendship Is Magic: Prime..._

_"Jack say anything about those Ponies having missiles?"_

_Optimus clenched his hand into a fist and gritted. "Starscream..."_

_Starscream repeated the process, cutting another piece of the 'D.E.' and stabbing it into Rainbow Dash's cloud Cutie Mark. This process repeated until everypony had one in her Cutie Mark._

_Just as Pinkie and Applejack were to buck the Autobot's ankle servos out, Bumblebee fired his blasters the ground, the impact of the lasers kicking a huge dust cloud._

_"Hey!" Applejack protested. "What's going on? Why can't Ah- AAAAGGGH!"_

They were Decepticons! By choice!

_"I am Optimus Prime, and I do not have to tolerate your slander."_

_Whipping her head back, and at Rarity's urging, Twilight levitated the rock bludgeon Rarity had used to knock out Bulkhead and smacked Optimus Prime with it. It took a few hits before the Prime finally fell backwards, joining his comrades on the ground and forming an inverted triangle._

_"Autobots! On your...heel...struts..." Optimus ordered, his voice losing volume as he gave the order. Using his elbows to try to get up, they gave out under him and his optics blinked out into black as he faded into unconsciousness._

_Rainbow Dash, Rarity, Pinkie Pie and Fluttershy all regrouped over at Twilight's side._

_Twilight levitated the rock bludgeon just over Optimus Prime's head._

_"Let's end this."_

* * *

Aboard the _Nemesis_...

"Lord Megatron." began a warrior's voice at the sight of the demonic Lord Megatron entering his chambers.

"Why have you requested my presence?" Megatron replied.

The warrior bowed. "I wish to request to be dispatched after theses...'Ponies. I will not underestimate them.'"

"Both Airachnid and Breakdown have failed to locate them." Megatron informed him.

The warrior smirked. "I would think that that would be a vote in favor of my request."

Megatron smirked as well, admiring his Second-in-Command's turn of phrase. "Very well. Go forth, my faithful Lieutenant, and_ bring... me..._ _their...HEADS_!"

* * *

_"Fairness is an illusion. Neither effort nor intention holds title to the nature or form of either the present or the future. And if the sincere effort has no title, what interest can the bellow or the lamentation hold?"_

**Friendship Is Magic: Prime: Act III**

**Chapter IV: Enemy Mine**

**Episode Synopsis: Applejack learns some truths about Starscream from an unlikely source.  
**

* * *

Twilight Sparkle raised the rock bludgeon up higher, so as to make sure that it would smash Optimus up when she brought it down.

A GroundBridge opened up behind the Autobots, and a extremely rapid stream of red lasers sped out of it and into the rock, blasting into smaller rocks and pebbles too small to hurt a Cybertronian.

Optimus, awoken by the commotion, rolled over onto his stomach and looked up at the GroundBridge hopefully. "Ratchet?"

"Oh great! Another one?" Pinkie Pie complained.

"Eh, we'll take him down too!" Rainbow Dash boasted.

The sound of an engine roared out of the Bridge...but it wasn't an ambulance engine.

A navy-blue F-35 Lightning jet with yellow rims on it's wings materialized from the Bridge, transformed as it rose up over the Autobots, the glare of the sun obscuring its robot mode's features until it landed expertly on its feet between the Ponies and Autobots. It's colors were the same in robot mode as in jet, though with silver upper limbs. It's head was pointed and very vaguely Samurai-like in shape, with a strong-looking chin and fancy decorations on it's Decepticons insignia, located just to the left of the cockpit in his chest.

"I had a feeling those Dark Energon signatures would lead me to you!" He shouted.

"You...are?" Twilight questioned.

"First Lieutenant Dreadwing."

"All right...I'm-"

"I know who you are, Faithful Student Twilight Sparkle!" Dreadwing spat. He reached behind his back and pulled out a silver tube like device with a bayonet- the trademark Gatling gun of Dreadwing's family line. "My master has demanded the heads of you and your friends. As First Lieutenant, it is my responsibility to execute his demands to the best of my abilities."

Pinkie Pie gasped. "Oh my gosh, Twilight, I don't think we can take him!"

"Why not?"

"Because he's awesome!"

"How do you know that?"

"Well, duh! Only the most awesome bad guys get_ their own songs!"_

* * *

FRIENDSHIP IS MAGIC: PRIME: ACT III SOUNDTRACK:

_Song 3: On Wings of Dread_

_Performed by_: Dreadwing, Background Chorus.

_Genre_: Power Rock.

Length: Medium. (1:45-2:00)

Background Chorus:

The sky will quake in fear  
For the Seeker Captain is here!  
Shooting through these- damned -sandy- winds  
Your time here... has come to an end.

Dreadwing:

You haven't fought an opponent quite the same as me  
and that is why you will sing my name!

Background Chorus:

(_Dread_...wing.)

Dreadwing:

Megatron has given me a task

A task which I do intend to fail

I will make sure that

the young of your world will know of your tale

It's the least I could do,

seeing that I intend to end it soon!

You haven't fought an opponent quite the same as me  
and that is why you will sing my name!

Background Chorus:

(_Dread_...wing.)

Dreadwing:

With my expertise in arms,

you will not trot away

without some _very_ severe harm  
_SFX: Explosion  
_

(Guitar solo.)

Background Chorus:

Streaking through the scorching desert waste!  
Flying up a dozen miles high!  
_I kill on sight and without haste!_

Thousands of Autobots have been snuffed  
Falling off this wings of dread  
FROM THIRTY-_THOUSAND_ FEET UP!

(Guitar and drums continue on their own for a few seconds.)

You haven't fought an opponent quite the same as me  
and that is why you will sing my name!

Background Chorus:

(_DREEEAAD_...wiiiiing...)

* * *

Rainbow Dash flew up and launched herself straight at Dreadwing, intent on bucking his chest-cockpit. She made contact, but her hooves bounced right off and wiggled in pain.

Dreadwing chuckled and knocked on the area, which produced solid noise. "Polymer fusion: Not glass." He then swatted Rainbow Dash away with his Gatling.

Rarity levitated another huge rock out of the ground with her magic and threw it at Dreadwing. Dreadwing removed one of his hands from his gun, reached over his back again, and pulled out some sort of ninja star thingy with a plate resembling his wings and a red circle on it. He threw it at the rock, revealing the thingy's purpose as a bomb as the pebbles resulting from the explosion went everywhere. The Seeker Captain then shot Rarity with his gun straight on, knocking her to her stomach.

Pinkie Pie charged straight at him, intending to buck him in the foot. Dreadwing raised his leg backwards and punted Pinkie a good distance.

Fluttershy shot up into the air and affixed Dreadwing with a sudden change in her eyes. Her infamous 'Stare'.

"Put that gun away, mister!"

Dreadwing, his face one of horror, slowly did as instructed. He then whipped out another device. This one was a triangle that split in two. His cell phone. He aimed at Fluttershy.

"How is that thing gonna stop Fluttershy's Stare?" Rarity questioned.

Dreadwing pushed a button, and an image of Fluttershy appeared on the cell phone's screen. He pushed another, causing a camera flash to go off which blinded Fluttershy. Fluttershy was trying too hard to cover her eyes to notice Dreadwing charge at her to punch her in the chest, bringing her back to the ground.

Twilight's tail began swiveling around, her horn alight. Lasers began shooting from her horn. Dreadwing quickly whipped out a silver sword that ended in a curve that he used to deflect each shot. One of them rebounded off the blade back at Twilight, blasting her backwards.

Twilight levitated another otherwise unmovable rock from the ground and threw it at Dreadwing, who jumped into the air and onto the rock. He slammed his sword through it, cutting it in half. The gravel defeated, Dreadwing jumped into the air, the sun casting a self obscuring shadow on him. He threw down 10 more of the triangular bombs, one of which caused an explosion that sent all the Ponies flying. Then another one did the same, and the after repeated the actions, and so on until the bombs had reached zero in Dreadwing's hand. The Ponies felt less then enthused with the prospect of continuing battle after having been juggled around like soccer balls so much, so Twilight signaled for a retreat. The five Ponies began galloping away back towards their cave.

Dreadwing snarled, transformed into his jet mode, his Gatling gun mounted under his canopy and firing on the equines as they ran away.

Twilight levitated a cactus out of the ground and threw against Dreadwing's cockpit, temporarily blinding him with the cactus juice that splattered from the impact.

"Hurry!" Twilight urged.

* * *

Starscream sat with his legs criss-crossed in the cave, awaiting the Ponies return. He tilted his head up to see five of them rushing to get in the cave.

"Twilight? What's wrong?" Starscream questioned, getting up out of the cave.

"There's a 'Con after us! He's too savvy for us to take down!" Twilight yelled as she rushed inside, the other four girls following behind her.

Starscream turned his head to the sky to see the Ponies attacker. "Is that...Skyquake?" Starscream shook his head back and forth. "Regardless of who it is..." he readied his arm rockets. "He threatened my living weapons!

A robotic beetle came blitzing out of nowhere towards Dreadwing, impaling the Lieutenant on its horn and then slamming him into the cave's outer walls repeatedly before shaking him and tossing him into the trees.

Dreadwing transformed, the branches that were supporting him getting caught inside his joints and giving out from the sudden change in mass. "Commander Dreadwing, requesting emergency GroundBridge..."

Starscream looked up at the beetle. "An Insecticon? Here, on Earth?"

Fluttershy came galloping out. "Oh, good boy, Bob!" she exclaimed.

"BOB?" Starscream screamed.

"Oh, yes." Fluttershy explained. "Bob is an Insecticon I did some medical work on, and we've been keeping him with us since." Bob landed, Fluttershy floating up to nuzzle his head.

"Eh, not to sound...ungrateful, Fluttershy." Starscream said, walking around Bob in circles to inspect him. "But why did you not take Bob with you on your first encounter with Optimus Prime? I cannot help but think it would've ended more in your favor..."

"Oh, he tried to come with us." Fluttershy replied. "But I didn't want him getting hurt."

Starscream was unable to keep himself from laughing uproariously to the point he landed on his back. "OH! HAHAHAHAHAHA! Get...oh ho... hurt. HAHAHAHA! Oh, Fluttershy!..." Starscream took in a few deep breaths and scrambled back to his feet. "If you will notice..." Starscream raised his claw and struck Bob's hide with it, a few friction sparks dropping down from the impact. Starscream clutched his claw in pain, and his next sentence was extremely squeaky. "The hide...of an Insecticon...is extremely...tough. _OOoh...I shouldn't have done that._"

Fluttershy looked down somberly. "Oh...I don't know. I don't think I could live with myself if I let Bob get hurt."

"Fluttershy..." Starscream said, shaking his claw to rid himself of the last vestiges of pain. "Bob will not get hurt."

Fluttershy pointed to Starscream's cheek. "What about that awful scar on your cheek? What's keeping Arcee from giving Bob one just like it?"

"I, unlike Bob...am not an Insecticon." Starscream replied. Starscream crouched down and lifted Fluttershy's chin with his finger. "Send Bob after Optimus and the Autobots, and he won't have a single scratch on him...I promise." Starscream put on his best reassuring smile.

While Fluttershy thought about this to herself, the other girls came out to thank Bob for the rescue.

"Oh, yes!" Starscream exclaimed. "How did the rematch go?"

"Good and bad." Twilight answered. "We had the Autobots on the ropes, but then Dreadwing showed up and pounded us..."

Starscream grunted. "Hmmph, well, I suppose as long as all six of you are all right..."

"Yeah," Twilight assured him. "Me, Rainbow Dash, Rarity, Pinkie Pie, Applejack...wait..."

Starscream and Twilight looked around.

"Where's Applejack?"

* * *

Optimus, Bulkhead and Arcee all dragged and limped themselves through the GroundBridge into the Autobot base.

"What happened?" Ratchet asked. "Arcee looks someone smacked her with a cloud!"

"Someone did." Arcee replied coldly.

"Ratchet," Optimus called forth. "the Ponies that had been hunting Discord have taken up usage of the Dark Energon."

Ratchet grinded his teeth together. "Clearly, these Ponies should be considered every bit as deranged as the Decepticons...hey, where's Bumblebee?"

Bumblebee came through the GroundBridge, an unconscious Applejack hanging by the tail in his hand. The scout gestured towards his catch, beeping a 'Taaa-daaa' kind of beep.

"Excellent work, Bumblebee." Optimus complimented. "Ratchet can remove the Dark Energon, then we can send her back to her companions through the GroundBridge."

Ratchet huffed. "If these Ponies wish to throw their bodies into waste with the Dark Energon, I don't see why we shouldn't let them..." In spite of his complaints, Ratchet took Applejack from Bumblebee and proceeded to the medical room.

"Say..." Bulkhead asked groggily. "Wasn't that one wearing a hat?"

Optimus nodded. "I'd imagined that she will want her belongings back when she departs...Bumblebee, do you-" Optimus turned to Bumblebee, only to see Applejack's hat perched atop his head.

"...That's cute, Bumblebee."

* * *

Dreadwing walked through the GroundBridge, covered in branches, leaves, and twigs.

Megatron pursed his undead-looking lips. "I take it by your...environmentalist change in wardrobe, that you were unsuccessful in your mission?"

Dreadwing hocked a twig out of his mouth and got on one knee. "I am sorry, Lord Megatron. I did not underestimate the Ponies, but I had no warning I would be facing an Insecticon."

Megatron grimaced and growled. "Airachnid! Go use your _unique ability_ to seize control of It!"

"But my Lord..." Airachnid said as she stepped forward. "I tried already, and-"

"THEN TRY AGAIN!"

Airachnid drew backwards. "Of...course my Lord." Airachnid walked off slowly.

"Lord Megatron, I would wish to go after the Ponies' again." Dreadwing requested.

"I will...consider your request, Dreadwing."

"One more thing, My Lord...I notice that hole in Airachnid's chest still isn't repaired."

"...That is none of your concern, Dreadwing." and on that ominous note, Megatron himself began to walk out.

* * *

Ratchet set Applejack on her back, her legs splayed out on the Autobot's slanted standing repair bed. As he walked away, the bed stood upright and the glass doors sealed Applejack inside the chamber with a hiss of steam.

"Now, let's get ourselves a proper diagnosis, shall we?" Ratchet asked himself, pulling a lever down on a medical exam terminal.

"Hey, Ratch! What's up?" A perky voice asked. Miko and Raf had entered the room and were climbing onto a elevated platform.

"If you must know," Ratchet snapped, as cranky as ever, "What's 'up' is that this pony here has taken to using Dark Energon, and Optimus has assigned me to remove it from her."

Miko and Raf looked at the unconscious Applejack inside the medi-chamber. "That's...a pony?" Raf asked, adjusting his glasses.

"Alien pony." Ratchet corrected him.

Miko put a finger to her lips. "Say, if you're suppose to take the Dark Energon out of this thing, wouldn't be better to just, y'know, yank it out?"

Ratchet stammered and tensed his fingers. "Ah dat gat! I have no idea how much of or how long the Dark Energon has been in her system! This is a delicate medical process, and I must have the right information to utilize the correct treatment! If I used the wrong thing, it could make the situation worse!"

"But isn't all the time you take scanning her more time for the Dark Energon to corrupt her?"

Ratchet's runic looking optic twitched at Miko's good point. "I...it...It has be removed gently!"

"Why not just yank it out?"

"Because that...that would..."

Raf continued looking at Applejack as Ratchet and Miko descended into childish arguing. "So...that's an alien pony. I wonder what other Earth fauna could be out there?" Raf's wondering was interrupted by noticing the Pony's ears twitch. "Uh...guys?" Raf asked tugging at Miko's shirt.

Miko dismissed him. "Not now, Raf, the adults are talking."

"But..."

"Just yank it out!" Miko yelled at Ratchet.

Raf gave up and looked back at the pony inside the chamber. Her eyes twitched slightly, before opening all the way, showing their light purple inside dark purple coloration.

"Uh, guys...this is kinda serious!"

"We are in the middle of an important, well thought-out discussion, Rafael! REMOVE IT GENTLY!"

Raf started biting his fingernails. By now, the Pony had regained enough consciousnesses to climb down from the bed and knock on the chamber doors. Pushing her hoof against the side of the door forcefully in just the right area with just the right pressure, she caused the sliders the doors were on to scrunch up, which made the doors open slightly. She then put her hooves in between them and pushed them open with all her might until the gap was big enough for her to fit her entire body into. Raf was awed, and got the feeling she might've able to do that even without the Dark Energon enhancing her.

She dashed out of the chamber and began galloping out the room. Raf, seeing that Miko's and Ratchet's argument was going to stop anytime soon, ran out after her.

"REMOVE IT GENTLY!" Miko screamed, so caught up in her debate she forgot her original standing on it.

"YANK IT OUT!" Ratchet screamed back, having done the same.

"REMOVE IT GENTLY!"

"NO! I'M YANKING IT OUT NOW, AND YOU CAN'T STOP ME!" Ratchet stomped towards the chamber, only to see the doors ajar and the bed devoid of Ponies, Dark Energon enhanced or otherwise. "Where'd she go?"

"You were saying Raf?" Miko asked, turning towards where Raf was and putting her hands on her hips. "Raf?"

* * *

Applejack galloped with purpose through the floors of the Autobot base. _Ah gotta get outta here__!_ She soon found herself in hallway that forked left, forward, and right. "Ahhhgg! Which way do Ah go?" she yelled out loud.

"Why do you need to go at all?"

Applejack turned her neck backwards to see a small human in a orange sweater vest, extremely large square-shaped glasses, and large head that seemed too big for its body adorned with brown hair that looked like a crown of equally-over sized leaves.

"That's nun' of yer business, Window Eyes!" Applejack snapped, taking up a pounce ready pose.

Raf frowned. "You know, it's rude when you call people names...It can hurt their feelings."

That made Applejack feel bad. "Oh...Ah'm sorry, Ah didn't mean it like that...Ah just know them no-good ragtag Autobots brought me here, so ah know ah gotta get out!"

Raf raised an eyebrow. "Who told you the Autobots were no good?"

"Star-" Applejack put a hoof to her mouth, remembering that Starscream said to not mention his name.

"You...you were going to say 'Starsceam', weren't you?" Raf questioned.

Applejack curled his lips on themselves and put on her best poker face. "No. No. It's this lovely stallion named 'Star' who-"

Raf gave Applejack a sort of 'I don't buy that for a second' look.

"All right, fine! Yes, it was Starscream. What about it?" Applejack snapped.

"Well..." Raf said, rubbing the back of his head. "Starscream's a lying, cheating Decepticon. Decepticons aren't exactly the most reliable 'bots around."

"He told me he left the Decepticons...and when he tried to join the Autobots, they nearly killed him!"

Raf made an confused noise. "Nnnngh...that's...technically true."

"Well, if _that_'s true, ah don't see much point in continuing this conversation!" Applejack scraped her hoof and snorted.

Raf bobbed his head back and forth. "How can I convince you that...I got it!" Raf reached into his pocket and pulled out his orange cell phone and dialed Agent Fowler.

"_Rafael? What's going on?" _Fowler's voice barked through the phone.

"Hello, Agent Fowler." Raf said, not forgetting his manners. "I need you give the Autobots a vote of confidence."

"_Ummm...All right._" Fowler answered nervously.

"I'm gonna put you on speaker phone." Raf pushed a button and turned the phone around.

"_Special Agent William Fowler. Who's there_?"

"Errr...Applejack." Applejack replied, not used to talking someone she couldn't see.

"_Applejack?_" Fowler laughed. "_What kind of cockamamie name is that?_"

"Ah'll have you know it's a traditional Apple Family name!"

"_Apple Family? What, do you have a granny named 'Granny Smith'?_"

"Y'all leave my granny out of this!"

"_Wait, so you actually do- never mind. Raf here tells you don't trust_ _the Bots, is that right?_" Fowler questioned.

"Not as far as Ah can chuck a dragon." Applejack replied flatly.

"_Well, what if I told you that I got caught by these sons of glitches called Decepticons who-_"

"Ah know who the 'Cons are." Applejack cut him off.

"_Right, well, those creeps kidnapped me, interrogated me, and I did my best not to tell them anything. Not even when they started sticking me with that Energon prod. I couldn't take it any more, and was about to spill the beans when the 'Bots rushed into the room and drove that no-good Starscream off!_"

"Starscream?" Applejack questioned.

"Soo...do you believe me now?" Raf inquired.

"No." Applejack informed him. "But...ah'll give the 'Bots the chance to tell me their side a' things."

"Great!"

"RAF, GET DOWN!"

"What?"

"I won't let you hurt my friend!" Miko screamed, charging at Applejack with a fire axe in hand. Applejack didn't miss a beat and slapped Miko in the face with a hoof, knocking Miko out and causing the human to drop her axe as she fell the floor.

"_What's going on over there?_" Fowler barked over the phone.

"Uh..." Raf gaped. "Um...I'll call you back." Raf put his cell phone away.

Ratchet stomped his foot in the space between Raf and Applejack. "Watch out! I'm a licensed surgeon!" To emphasize his point, Ratchet converted his arms into short, broad arm blades with a _chee-chnk_.

"Yer not making the best first impression, ya know." Applejack told him.

"First impression?"

"Yeah." Raf said, getting from behind Ratchet's foot and walking over to Applejack. "She's been duped by Starscream."

"We haven't proved that yet." Applejack reminded him. "Though Ah am gonna give y'all bots a chance." Applejack looked over towards Miko, who was still knocked out, and the axe Applejack had knocked out of her hand. "...Ah'm not so sure about her though."

"_We _are still not sure about her." Ratchet snarked with as he converted his blades back into hands.

* * *

Raf and Miko (Having since gained consciousness) guided Applejack the guarded stairs to the human-sized break room in order for her to talk with the other Autobots. Miko clenched her fire axe throughout however.

"Go on!" Raf encouraged once they had reached the top, pushing Applejack forward.

Applejack looked back and forth between all five of the gathered Autobots. It was a bit overwhelming to be able to see them at eye level.

"Applejack." Optimus addressed.

"Optimus Prime." Applejack replied.

"I have been told you wish to hear our version of events, as it were?"

"...Yeah. So, what's yer story, Prime? Can ah call you Prime?"

Optimus nodded. "Yes. However, in order to tell you of the discrepancies in Starscream's story, you must first tell us what he told you."

"Right." Applejack traced her hoof around in circles. "Well, he said that he worked for Megatron, that you and Megatron were friends and served in the War For Cybertron...that you and Megatron attacked, screaming you should be made leaders for your service, and separated after that 'cos you couldn't agree who got on top...and that he tried to keep Megatron's madness from getting too out of hand, then left the Decepticons on here on Earth when it got too much. He also said that when he tried to join you, you almost killed him."

Arcee turned and walked away, her back 'wings' swiveling down dejectedly and hanged her head.

"Much of that is true, including the part where..." Optimus cleared his throat, looking at Arcee mournfully. "_WE _tried to execute him on the occasion that he tried to align himself with us. However, Megatron attacked long after mine and his separation."

Bulkhead scoffed. "'Tried to keep Megatron's madness in check, my afterburner! Starscream gave Megatron all of Trypticon Station's supply of Dark Energon, which Buckethead used to make Cybertron go dark!"

"Go dark?" Applejack questioned.

"Megatron took the Dark Energon that Starscream had formerly guarded." Optimus explained. "And plunged it into Cybertron's core, rendering the planet unable to support our biological needs."

"Ya mean...this Dark Energon ruined your home?" Applejack questioned. Optimus nodded stoically.

"Gah! Get it out get it out get it out!" Applejack squeaked, yanking the Dark Energon splinter from her Cutie Mark. If the Dark Energon ruined a homeworld, there's no way it wasn't evil in some fashion, and she didn't want to have something that evil in her Cutie Mark.

"Errm..." Ratchet grunted nervously.

"Wut? Is it my Cutie Mark? What about-" Applejack looked at her Cutie Mark to see that a little blood was visible from the cut the shard had left. Her blood had turned a purplish-pink color. "What in the hay?"

"It would seem..." Ratchet took up the explaining over from Optimus. "That the Dark Energon had been in your system long enough for it to taint your blood. I'll need to run a few test to figure out to deal with it."

"Why not just pump her up with normal Energon like you did with Raf?" Miko questioned.

Ratchet raised his finger to say something reprimanding, then his jaw slowly dropped. "Miko! That's brilliant!"

"Ehhh...Ah'm not so sure." Applejack objected. "Energon isn't that great for Ponies. That's part of how Starscream convinced us to use the D.E. in the first place."

Ratchet furrowed his browplates and hmmed. Then he snapped his fingers. "I got it! The Synth-En!"

Miko and Raf got doubtful expressions. "You mean that stuff that made you go all turbo-charged and crazy?"

"OH! I'm sorry, Miko." Ratchet said, his shoulder antennae wiggling agitatedly. "Do you have a _BETTER IDEA_?"

"...No."

Ratchet looked to Optimus for permission. Optimus shook his head. "No. The effects may be negative, but at least there is some precedent for regular Energon on Ponies. There is no precedent for the effects of the Synthetic Energon." Optimus turned to Applejack. "I'm sorry, Applejack, but we will have to expose you to an amount of Energon radiation. Will that be okay?"

Applejack backed away. "Ah don't know...are y'all gonna use me to bargain for my friends' undying servitude or something?"

"Applejack, you have my word that we will not subject you to the radiation any longer then is absolutely necessary, nor we will take advantage of any impairment you may develop in that time."

"Pinkie Pie Promise?"

Optimus frowned. "I...am not familiar with a 'Pinkie Pie Promise."

Applejack set about explaining the exact methods of the sacred, unbreakable Pinkie Promise.

"What?" Ratchet balked.

"I...believe I understand. I'll shall take the oath." Optimus said. "Applejack, We will not take advantage of your vulnerability while we work to clear you of your Dark Energon contamination. Cross my heart and hope to fly, stick a cupcake in my eye-AHG!" Optimus winced, having stuck his hand too close to his eye.

Applejack chuckled. "Heheh...Twilight did that on her first time too."

* * *

Twilight, Starscream and friends were trotting in their cave, more concerned with how they were going to rescue Applejack then locate Optimus, when Pinkie Pie stopped suddenly.

"Pinkie?" Twilight asked. "Is something wrong?"

Pinkie turned her head to Twilight. "Nothing. Just...had a thought."

"What was it?" Dash inquired.

"Oh, just something about something silly..." Pinkie half-fibbed. It _was_ silly to think that Optimus had just made a Pinkie Promise...but that was what her Pinkie Sense was telling her.

* * *

"Are you prepared, Abigail?"

"Optimus, mah name's not- never mind." Applejack shook her head. "As Ah'll ever be."

"In the chamber." Ratchet instructed, pointing at the open, slanted bed that Applejack had escaped from.

Applejack walked to it at steady pace, before stopping suddenly, a solemn expression on her face. "...Y'all take me to my friends when we're done, right?"

Optimus and Ratchet exchanged uncertain glares. "We will do what can be done." Optimus assured her.

Applejack's nodded and climbed up onto the bed and laid on her back. The restraints came to life and poked at her, pinning her down. The bed made itself up right, the glass doors closing again.

"Activating Energon radiation exposure." Ratchet pulled down a handlebar lever on a control panel, and light blue light filled the chamber, turning Applejack into a shadow. Applejack tensed in the chamber.

"Are you feeling ill already, Abigail?"

"Nope, just nervous..."

Ratchet drummed his fingers against the lever, monitoring the Energon levels. "Radiation level slightly above minimum...18%...21%..."

"Ah'd really appreciate ya not narratin'." Applejack informed the Autobot.

Ratchet nodded. "Sorry."

A few minutes passed before Applejack complained of feeling a little woozy.

"Hang in there, Abigail!"

A few more minutes after that...

"Say, Ah thought they were four restraints in here?"

"There are."

"Then why are there nine of 'em?"

"Radiation level's at 43%." Ratchet noted. "Optimus?"

"Get her out of there."

Ratchet pulled the level back and pushed a button. The blue light faded, and steam hissed as the doors open, keeping Applejack out of view.

"Are you alright, Abigail?"

"Ah feel plumb drunk..." Applejack complained. The steam had faded by now, showing a very wobbly-looking Applejack, who somehow managed to fall flat on her back with her legs tied in knots.

"You _look _drunk." Miko commented.

Ratchet approached the pony with a Cybertronian sized injection device, prompting Applejack to tense up. "I'm just taking blood sample. Do those exist on your world?"

"Yeah..." Applejack answered with boredom. "Just let me know when ya stick it-"

"Done."

"Really?" Applejack asked, rolling onto her stomach. "Ah didn't feel a thing."

"That, my dear Applejack, is the power of _science!_" Ratchet explained proudly. He leered at the less then a quart of red blood in the canister. "Now, let's see here..." Ratchet walked off to a corner of the room to put the blood inside the proper testing equipment.

"Hey guys!" Jack announced, walking into the room. "Sorry I'm late. Mom wanted my help with stuff at the hous-" Jack cut off at the sight of Applejack.

"You!" Applejack accused, pointing a hoof and recovering enough to stand up straight. "Ya sent us on that wild goose chase after Discord in that cavern!"

"Wild goose chase-?" Jack wondered. "No! He was there!"

"Well, he wasn't! On top o' that, the cave came crashing down on us!" Applejack spat.

"Pardon me for interrupting, Abigail..." Optimus put himself in the conversation. "But did you say Discord wasn't at that cavern?"

"No!"

Optimus crooned his neck. "Most troublesome...Discord, placated by the powers of his own magic being turned against him, was more then willing to do as told and stay within the cavern's confines. If he is no longer there, then either he has undone his own power...or someone else has moved him."

There was a moment of heavy silence in the room, as neither scenario was a good one.

"What about the cave-in? How'd that happen?" Applejack grilled Jack.

"I don't know!" Jack complained, throwing his hands open. Optimus hmmed.

"Abigail, you said the cavern caved in?"

"Yeah. Went straight to smithereens. Starscream dug us out, so we figured he couldn't be all bad..."

"Abigail, you are aware of the rockets infused into Starscream's arms?"

"Yeah...? Ah don't see how..."

"Agent Fowler and myself found the kind of rocket propellant that Starscream uses on the rocks left over from the cavern's collapse." Optimus explained. "I do not have solid evidence, but I believe that may have, in fact, been Starscream who brought the cavern down on you, fully knowing that you'd trust him if he rescued you from the rubble."

"That does sound like something Starscream would do..." Ratchet said, picking up a see through fiber material case with some tweezers.

"Why-! That no good-" Applejack's tirade was interrupted by Optimus.

"As I said, I have no solid evidence; It is circumstantial, at best. It would be best to seize Starscream and interrogate him before making any conclusions."

Applejack scratched her head. "Well, now how we gonna do that?"

"We find him." Optimus answered blankly. "You will help, will you not?"

Ratchet cleared his throat.

"Assuming, of course, that your blood test was positive in its result." Optimus amended.

"Thankfully..." Ratchet began. "No traces of Energon, Dark or otherwise."

"We were hiding in a cave some distance away from the shipyard." Applejack explained, rushing out the door and beckoning with her hoof for them to follow. "Come on! I'll lead you there!" She galloped out of the room...then came back in with a nervous smile on her face.

"Uh...which way is the exit?"

* * *

The Ponies, Bob, and Starscream sat down in the cave, at a loss for what to do.

Twilight signed. "Ah hope Applejack is okay..."

Pinkie's Pinkie Sense was telling Applejack was okay for some reason, but she didn't want to tell Twilight that and raise her hopes if that turned out to not be the case.

"I swear, if those Autobot trash cans hurt her, I'll buck them so hard they'll have to-" A green light coming from outside of the cave interrupted Rainbow Dash's tirade. The five Ponies and Two Ex-Deceptions edged to the cave's entrance to see what it was- A GroundBridge. Out of the GroundBridge came Optimus, Arcee, Bumblebee and Applejack.

"Starscream!" Optimus shouted, his and the other Autobots' arm blasters raised. "We know you're in there, and that you've lying to the Ponies! Yield now, and we may yet avoid conflict!"

"How did they find us?" Rarity squealed.

"You've been lying to us?" Rainbow glared at Starscream.

"No!" Starscream insisted. "Applejack must've fallen for their lies, which is how they found us!"

Twilight tilted her head. "I don't know...Applejack isn't fooled easily."

Starscream bared his teeth. "Well, uh...we're not going to just..._surrender _to them like that, are we?"

Twilight the others looked at Starscream, then to each other. "No."

"Girls?" Applejack called out. "It's all right! Optimus doesn't wanna fight if he don't have ta'!"

Arcee and Bumblebee tensed.

A huge robotic beetle came rocketing out of the cave at them and speared Optimus in the chest with it's horn.

"An Insecticon!" Arcee exclaimed. Bumblebee bleeped.

"Bob!" Applejack exclaimed in return. Bob pinned Optimus to the ground. Lifting himself up as much as the pressure from Bob would let him, Optimus saw Starscream and the other Ponies run out the cave and split up in different directions, most of them going solo, save Starscream and Twilight, who went together, and Fluttershy, who floated up to the sky to give Bob commands.

"The Insecticon is a distraction!" Optimus realized. "Autobots, split up and engage pursuit!"

Arcee and Bumblebee did as told, both transforming and picking a pony to chase after. Bumblebee tagged Pinkie, while Arcee did her best to 'snipe' Rainbow Dash's location.

Applejack looked back and forth between the fleeing Autobots, her friends, and the pinned Optimus.

"GO!" Optimus ordered. "I will hold the Insecticon!"

Shrugging her shoulders, and seeing that nopony else was following her, Applejack decided to go after Rarity.

Bob lifted Optimus into the air, then shook him off his horn, causing the Autobot Leader to plummet. Optimus made a swift recovery from the impact, and back-flipped to his feet just in time to avoid being body slammed by Bob.

"Fluttershy, call off the Insecticon! I merely wish to talk!" Optimus requested.

"No!" Fluttershy shot at him, still believing Starscream's words over Optimus'. "Get him, Bob!"

Bob transformed into robot mode and charged at Optimus. Optimus grabbed Bob's side as the Insecticon carried him backwards, the corners of his square-shaped fingers leaving a tally mark shaped scratch on Bob's left side. Bob threw Optimus off and on his stomach.

"Urrggh..." Optimus groaned, pushing himself up with his arms while Bob advanced on him from behind. He looked to his left.

Just as Bob was beside Optimus and was raising his claws together to strike the Prime, Optimus wheeled over and smacked Bob in the face with an uprooted cactus. Bob stumbled, cactus juice blinding his vision and cactus needles breaking harmlessly against his face. While Bob wiped the juice out of his visor, Optimus observed the cactus in his hand, then looked up at Fluttershy. He tossed the cactus aside, spread his legs and raised his arms in a clear bracing for impact.

Fluttershy raised an eyebrow. "...What are you up to?"

Bob finished wiping away the juice, roared, and charged at Optimus again. Optimus did nothing as Bob punched him in the gut, then backhanded him in the face, causing him to stumble. Optimus recovered from the impact and...just stood there with his shoulders relaxed.

Fluttershy stared in confusion.

Bob grabbed Optimus and hurled him at the forest, Optimus' shoulders hooking on some branches. Optimus disentangled himself from them, then continued to do nothing as Bob charged at him again.

Bob shrieked at Optimus. Fluttershy dropped down in front of Bob with a cry of "Wait!" Bob was confused, but obeyed. Fluttershy turned away from Bob to Optimus. "You...don't want to fight, do you?"

Optimus shook his head. "No, I do not. 'The best way to win a fight is to avoid it completely.'" he quoted.

Bob squealed, Fluttershy turning to examine in response. "No, it's okay, Optimus just wants to-...is that a scratch?" Fluttershy pointed to the scratches Optimus had left on Bob's side.

"But...Starsceam said you wouldn't get a scratch! He promised!" Fluttershy exclaimed, tenderly rubbing the injury.

"Starscream...says a great many things."

Fluttershy looked at Optimus mournfully, seeing that, between Starscream's failed promise and what the Prime had said, it was unlikely he was anything like Starscream made him out to be. "...I'm sorry, Optimus."

"I do not believe you are to blame for anything, Fluttershy...but I accept your apology nonetheless. What matters now is convincing the others of Starscream's deceitfulness." Optimus transformed and drove into the woods, Fluttershy and Bob following behind.

* * *

"Rarity!" Applejack shouted as she galloped through the woods. "Rarity, git' over 'ere! Ah need to talk to ya!"

"I'm sorry, Applejack, but I believe you have been fooled by those dreadful Autobots!" Rarity shouted back, throwing a loose branch at Applejack from her hiding place.

"No!" Applejack snapped, turning around constantly in a effort to find Rarity's hiding spot. "It's Starscream who's been fooling us! He's an manipulative son of a glitch!"

"Oh, Applejack, listen to yourself! Would a son of a glitch have save from that awful cave when collapsed on us!"

"He would've if he had _caused it in the first place_!" Applejack growled.

No response.

Applejack darted her head back and forth. Where was she? An unexpected '_tnooooooom'_ answered her question.

"Aw no." Applejack denied. "Aw scrap no."

The torpedo-shaped ship the Ponies had hijacked was rising up into the air, no doubt being piloted by Rarity on the inside with her unicorn magic.

"Rarity, you get down from there!" Applejack shouted.

"_No can do_,_ Applejack_." Rarity said through some sort of intercom speaker in the ship. "_Though I would be more then willing to let you come up here so I can talk some sense into you._"

Applejack sneered her lips. "No, Ah need to talk some sense into ya! Optimus isn't such a bad guy!"

"_He has a horrible fashion sense! How can he not be a bad guy?_"

"Yer always telling me Ah ain't got no sense of fashion! Do ya think Ah'm a bad guy?"

Rarity didn't have a reply to that, so she piloted the ship to point the bow at Applejack.

Applejack scraped her hoof against floor. Now what? Optimus rolled up beside her and transformed, and Fluttershy floated down on Bob's beetle back.

"Applejack, can you explain the Decepticon ship?" Optimus questioned.

"We used that to get here." Applejack replied. "Rarity's in there right now."

"Mmmmh." Optimus went.

"Rarity!" Fluttershy yelled delicately. "Optimus doesn't want to hurt us!"

"_Oh, you too, Fluttershy? Honestly, I can't- why are there 12 of you?_"

Optimus, Applejack and Fluttershy all exchanged glances. "Rarity, there are only four of us." Optimus offered.

"_But the radar's showing_...20 _now_!" Rarity yelled. Jet engines overhead explained the source of mystery.

"Decepticons!" Fluttershy squealed pointing upwards. There was squadron of at least 16 Vehicon jets soaring on through, clearly intent on assaulting the Ponies' vessel.

"Oooh!" Rarity lamented, her magic coursing through from one of the ship's controls to another in pursuit of any weapons it might possess.

The Vehicons opened fire, red lasers emitting from their canopies and leaving red rings of energy they dissipated against the hull.

"Fluttershy...would you be willing to allocate a space for me on Bob?" Optimus asked.

Fluttershy stared confusedly.

"I have an idea..."

Rarity climbed on top of the control panels to get a better view of the outside through the bridge's windows. "Oh dear..." The Vehicons swerved and somersaulted as they fired. Rarity clopped her hooves against the controls boards in fret. "Don't panic. Don't panic. It's unlike a lady to panic...the ship's big and Optimus is riding Bob...I'm sorry?" Rarity did a double take at the sight. Bob was in flight, Optimus sitting behind Fluttershy on the Insecticon's back.

Optimus shot from his arm blasters at the Vehicons, blasting their wings off and hampering their flight, if not blasting smoking craters in them and causing to crash as wrecks of parts.

"Rarity!" Optimus shouted. "Land the ship! You may choose not to trust me, but know that the Dark Energon is a twisted substance that exist only to destroy both those around it...and those that wield it."

Rarity looked on through the ship window, uncertain of how to react.

"Please!" Fluttershy added.

Rarity pursed her lips, unable to resist a request from Fluttershy. "...Landing the ship now!"

"Two down, three to go..." Applejack noted as steam hissed off of the ship's landing.

* * *

Pinkie galloped as fast she could, but even that didn't seem enough to shake Bumblebee. Bumblebee bleeped something at her in that strange language he was forced to use.

_Beep Bleep Beeeooo._

"No way hose! You're not fooling me with your double talk!" Pinkie yelled at him.

"_Wait...you can understand me?" _Bumblebee asked in surprise.

"Well, yeah? Why not? I mean, all you're doing is _beep bleep bleep clic-cli wheeeooop_!" Pinkie made a perfect imitation of the beeping language, and even made a coherent sentence in it too.

"_Huh..._" Bumblebee signed. It wasn't easy to find someone who wasn't an Autobot and understood his bleep speech. The longing feeling he started getting caused him to slow down long enough for Pinkie to whip out her Party Cannon and blast him, the force of the explosion making Bumblebee spin out enough for Pinkie to put a good distance between him and her.

"_Pinkie! Starscream is lying to you and your friends!_"

"Starsceam said you and the Autobots were liars!" Pinkie yelled as Bumblebee closed the distance between her and him again.

"_Well, I guess you'll just have to pick who you want to believe__!_"

"Then I'll just assume you're both liars!"

"Oh, but dearest Pinkie...you do know what 'assume' stands for?...It makes an ass of me and..." A throaty voice rasped.

A purple explosion came in between Pinkie and Bumblebee, blasting them away from each other and sending them on their backsides. When the dust cleared, Pinkie found herself under the unforgiving hellish gaze of Lord Megatron.

Megatron began charging up his Fusion Cannon. "_You!_"

* * *

**Author's Notes:  
**

**I was gonna make more stuff happen in this chapter, but decided to make that happen next chapter, because making 'The Stars My Destination' as large as it was seems less like a good idea every time I read it. Besides, this way, I can make that Act III has more then six chapters! (As opposed to the last two acts, which had six chapters each.)  
**

**You know, I did some math, and in order Act III to exceed the word count of Act 1 and Act II _combined_, it would have to be 63352 words to exceed them both _combined_ by just ONE word.**

**So we have Applejack, Jack, Wheeljack, who Bulkhead calls 'Jackie'...Why are there so many Jacks in Hasbro media?  
**

**...I've noticed that I always have to update real late at night. Nuthin' I can do about it, sadly.  
**


	5. Only Forward

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

Megatron fired directly at Pinkie Pie, with the Dark Energon in her, Pinkie survived the blast, though she did tumbled to her side from the knockback.

"Hmph." Megatron grunted, walking over to the party Pony. Pinkie's flank suddenly began tingling, while Megatron's chest insignia began glowing. Megatron glared at Pinkie's flank.

"You have taken up Dark Energon?" Megatron laughed. "AHHAHAHAHA! Laughable! As if you Ponies could hope to understand it like I do! Nevertheless, I must remove it from you...lest you and I achieve symbiosis." Megatron crouched down to pluck the Dark Energon splinter from Pinkie when Bumblebee came up behind him in robot mode and tried to pound the Decepticon King in the back. Megatron turned and punched Bumblebee in the gut, then swatted him to the ground.

"I have already taken your voice box, Scout." Megatron reminded him. "Do you wish me to take your Spark as well?"

Bumblebee bleeped weakly. Megatron unsheathed his arm blade and raised up to strike him when he noticed his symbol was still glowing. He turned back around to see Pinkie running off into the distance. Megatron looked between the Pony and Autobot, trying to decide which he should end first.

"...Symbiosis." he muttered to himself, and settled on jogging after Pinkie. After some time of running, Pinkie found a stray desert river and dived into it.

"Oh..." Megatron lamented as he stepped by the river's creek. "_So unwise..._"

Megatron stepped forward, sinking into the creek as he did so.

* * *

_"How many times have you tried to talk to someone about something that matters to you, tried to get them to see it the way you do? And how many of those times have ended with you feeling bitter, resenting them for making you feel like your pain doesn't have any substance after all?_

_They never really understand, because they haven't been there, every day, every hour. They don't know the way things have been, the way that it's made you, the way it has structured your world."_

**Friendship Is Magic: Prime: Act III**

**Chapter V: Only Forward**

**Episode Synopsis: Things between the Autobots and Ponies get better...before they get worse.  
**

* * *

Pinkie swam to the bottom of the river, the current pushing on her mane slightly. Pinkie being Pinkie, she could her breath for quite a good while. Especially consider her non-stop method of talking without pausing for it. It would've been a great help, save for the fact that the fast-approaching sinking form of Lord Megatron didn't need to breath.

Pinkie swam away as fast she could, which was faster than Megatron could plod on the river's bottom, since she wasn't a multi-ton metal tyrant.

Megatron transformed into his jet mode, his engines serving well to propel him in water as well they did through air. Pinkie panicked, afraid of Megatron was going to catch up to her, but Bumblebee's car mode came sinking in and landed on top of Megatron, bringing his floating jet mode back down the river floor. The two mechs transformed into their robot modes, Bumblebee standing on top of Megatron's chest once they had finished.

Megatron grabbed Bumblebee's ankle and threw him into the mud and shoal. He got up and raised his fist, ready to pound the scrap out of Bumblebee, but a green light reached through the water - A GroundBridge- and Bulkhead sunk down and tackled Megatron, the two larger-then-life 'bots proceeding to grapple with each other.

Bumblebee took the opportunity to resume trying to reach through to Pinkie while Bulkhead had Megatron distracted.

"_Pinkie!_" Bumblebee screamed, running as fast he could through the river bottom. "_Please, just listen to me!_"

Pinkie shook her head back and forth.

"_All we want to do is take the Dark Energon out of_ you!"_  
_

Pinkie opened her mouth to say something, which wasn't very bright with her being underwater. She hauled her to the water's surface to breath in fresh air. She shot a glare towards the water she presumed Bumblebee to be.

"What's so bad about the Dark Energon? It made me and all my friends tougher, didn't it?"

Bumblebee plopped out of the water with a splash. "_Yes, but keep it in you too long, and it'll mutate you into a hideous beast!_"

"With fang and claws and saliva?"

Bumblebee stared. "_...Yes. Let me take you to base, where Ratchet can take it out of you before it does that. We won't hurt you!_"

Pinkie glared, uncertain.

"_Cross my heart and hope to fly, stick a cupcake in my eye!_" Bumblebee said, doing the associated hand gestures of the Pinkie Promise.

That was enough to sway her. "Okay! After all, you can never break a Pinkie Promise!" Pinkie glared hard at Bumblebee. "NEEEEEVEEEER!"

The GroundBridge by the riverside reopened. Bumblebee trudged out of the water and motioned Pinkie through.

* * *

Pinkie found herself in the Autobot base, Bumblebee trotting behind her.

"Ah! I see you were successful, Bumblebee?" Ratchet asked from the GroundBridge control panel. Bumblebee gave a affirmative beep.

"Excellent..." after Ratchet said that, Bulkhead came through the GroundBridge. Ratchet quickly shut it off, to keep Megatron from following through.

"Now...Pinkie Pie was it? Will you follow me so I can get the Dark Energon out of you?"

"Okie-dokie-lokie!" Pinkie said, merrily bouncing along.

Bumblebee and Bulkhead crossed their arms and waited. Pinkie and Ratchet came back soon enough, Pinkie's eyes returned their normal blue coloration.

"Oooh...I feel dizzy."

"Eh, it'll wear off." Ratchet assured her.

"_Ratchet,_" Optimus' voice called out through the radio control panel. "_We have debriefed Rarity and Fluttershy on the situation. Can you open the GroudBridge?_"

"Activating it now, Optimus." Ratchet responded, pulling the lever. The GroundBridge reopened and out of it stepped Rarity, Fluttershy, Optimus and-

"INSECTICON!" Ratchet screamed, converting his arms to their blade configurations. Bumblebee and Bulkhead readied their blasters.

"At ease." Optimus said, raising his hand. "This is Bob. He follows Fluttershy's command. We have nothing to fear from him, so long as Fluttershy does not turn against us."

"This will be out of line, Optimus...HAVE YOU LOST YOUR PROCESSOR?" Ratchet screamed. "Even if the Insecticon-"

"Ratchet, his name is Bob."

"Even if he obeys Fluttershy, what will stop Megatron from using him to track the location of our base? All he has to do is open a commlink!"

"That is why, Ratchet, when you repair Bob's leg-" Optimus gestured towards the hole in Bob's leg that Fluttershy had performed emergency work on. "You will also do some modifications to his internal radio as well."

"Modifications?" Fluttershy whimpered. "I don't like the sound of that."

Optimus 'hmm'ed and furrowed his browplates. "Perhaps, Fluttershy, you would like to assist Ratchet in his work?"

"_Assist_?" Ratchet shrieked.

"Swallow your pride, Ratchet." Optimus ordered. "It will be a nice trust-building experience."

Ratchet shook his head and grumbled something. "Very well, come along Fluttershy...Insecticon. Bumblebee, I will require you to take Rarity through the Dark Energon removal process."

Bumblebee bleeped, and Rarity followed him to the repair chamber rather uncertainly.

Optimus looked around and took a headcount. "Arcee, Rainbow Dash, and Twilight Sparkle are still unaccounted for." Optimus stomped over the control panel and pushed a button. "Arcee, report. What is your status?"

"_In pursuit. I don't know you've noticed, but unlike Rainbow here, I don't have wings._"

* * *

Rainbow Dash soared through the desert air, slightly bemused by Arcee's attempts to catch her on the ground. "Ha! You think you can catch me on wheels? Forget it! I'm the fastest flier in Equestria!"

"Well, for your information, we're not on Equestria!" Arcee shot back. "Listen, Rainbow Dash. We're the not bad guys. Starscream and the Decepticons are the bad guys, understand?"

"I agree that the 'Cons are bunch of jerks, but Starscream said you'd say something like that! And I don't happen to see any scars on your cheek!"

"...Scar?" Arcee thought to herself.

Rainbow Dash, seeing that Arcee was unlikely to catch her, did a causal loop-de-loop in the air, not noticing Arcee roll up one of the huge desert rocks, using it as a ramp to jump. Dash was quite surprised when saw a flying motorcycle hurling itself at her in mid-air.

Arcee transformed, did a mid-air flip and brought her heel down on Rainbow Dash's back, bringing the pony down to earth.  
Dash got to her hooves, only for Arcee to land on top of her, her foot knocking the wind of the pony.

"I gave him that scar when I tried to kill him." Arcee hissed, bending over to look Rainbow Dash in the eye.

"You know why? Because _he killed my partner._"

Rainbow Dash gasped. "...Really?"

"Yes, really." Arcee snarled.

Dash shook her head. "No...no, you're trying to trick me!"

Arcee took her fist and punched Rainbow Dash, causing some corrupted blood to leap from the pony's lips.

"I will tell you right now, and only once: Cliffjumper was real, and he was one of the strongest, bravest, most honest and dependable 'Bots I have ever met, and he didn't deserve what Starscream did to him. You got that? Say one more bad word about him, and I will end you here and now."

Rainbow Dash just gazed upwards for a minute while Arcee removed her foot. The bike-bot put a finger to her head. "Arcee to base...This one's a lost cause. Requesting GroundBridge."

The familiar portal opened, and Arcee began walking towards it.

"Wait!" Dash reached out a hoof.

Arcee leered, and Dash scuffed a hoof nervously. Nopony would have that reaction about somepony they made up.

"...He was great, wasn't he?" Dash questioned. "He... sounds pretty great."

"One of the best." Arcee replied.

Silence reigned for a minute.

"...I'm sorry." Dash apologized quietly. "What was it you wanted from me?"

* * *

"It's good to see that you were successful, Arcee." Optimus thanked as Bumblebee led Rainbow Dash to the medi-chamber.

Arcee crossed her arms and said nothing.

"Whoa!" Dash shouted from the other room. "You didn't tell me you were gonna pump me up with Energon!"

_Beep Beep Bleep Beet whieeee-ooo eeeeep!_

"What did you just say to me, Punk? What did you just say?"

"Bulkhead," Optimus barked, "Please attempt to defuse the situation."

Bulkhead twiddled his fingers nervously. "Uhhh...I'll try."

Bulkhead left the room.

* * *

In the medical room, Ratchet was having difficulty getting Bob on one of the medical tables.

"Get-up-there!" Ratchet said, trying in vain to push Bob on. Bob shrieked a refusal.

"Bob? Would you get on the table so the nice Autobot can work on you?"

Bob crossed his arms and sulked.

"Pleeease?"

Bob pursed his lips, but relented and jumped up on the bed and laid on his back, his limbs falling over and touching the ground. The table wasn't really 'Insecticon size.'

Ratchet stared openmouthed at the way Fluttershy got the Insecticon to obey her. Regaining his composure, he walked to Bob's legs and examined it. "Mmm. Scraplets?"

"Um... I don't know." Fluttershy shrugged.

"I need something nice, heavy and thick to fully repair the Insecticon's leg..." Ratchet and Fluttershy alternated their gazes at different parts of the room.

Fluttershy looked around the room. "Ooh! What about those?" Fluttershy pointed to a bunch of metal slabs with white paint on them that looked like they had been cast aside in the corner of a room.

"The Synth-En canvasses?...That's brilliant!" Ratchet walked over to the canvasses and pulled out a buried one that didn't have paint on it out of the pile. He transformed his arm into what looked to Fluttershy like a bee-smoker. The sparks coming out from it as he dragged across the slab revealed it to be a blowtorch. He used it to cut a good chunk off the slab and turned to Fluttershy. "I need a hammer."

Fluttershy floated about the room and retrieved the requested tool.

Ratchet took the hammer and started hammering the chunk of the slab he cut off into the hole of Bob's leg. Bob started squealing.

"You're hurting him!" Fluttershy exclaimed.

"I'm sorry. Sometimes you have to do that in medical procedure." After some banging (and squealing) Ratchet declared the procedure finished. Ratchet walk over to Bob's head and put a finger to it. A panel flipped open from Bob's, revealing a communications array.

"Now, as for the the communications issues, all we have to do is reset the programming, adjust the frequencies by about 30 numbers and-" Ratchet noticed Fluttershy smiling broadly.

"You have no idea what I'm saying, do you?"

Fluttershy nodded. "No."

After finishing messing with Bob's side-panel, Ratchet said they should they go back to the main room.

* * *

"Thank you for letting me help you with Bob, Ratchet. It was..." Fluttershy hesitated. "Fun."

"Well, Fluttershy, I'm glad you had...fun." Ratchet replied with some hesitation of his own.

"Aw sweet, you can fly! Can you take me for a ride through the clouds?" A excited voice asked.

Fluttershy looked around, and Bob pointed at his feet.

"I'm...sorry?" Fluttershy said to the human at Bob's feet.

"I'm Miko!" Two more humans came into view besides her. "This is Raf, and you already met Jack, didn't cha?"

"Oh yes." Fluttershy, fluttering down to ground level. "Hello again, Jack."

"Hi." Jack replied nervously, looking up at Bob. "Umm...Optimus? I can't help but notice that there's an Insecticon in the room."

"Yes...That would be Bob." Optimus answered. "He follows Fluttershy around, rather like a dog."

"OH, DUDE!" Miko exclaimed. "You have an Insecticon for a dog? You must rock so _freaking hard!_" Miko made excited air punch gestures at Fluttershy, who hid behind her mane.

"Um...if you say so." Fluttershy mumbled.

Bulkhead, Bumblebee and a Dark Energon-free Rainbow Dash reentered the room, Dash looking rather huffed about something and Bulkhead having his cheeks glow blue in some sort of Cybertronian form of a blush.

"If you do that again, Bulkhead, I swear I will shove your lugnuts so far up- hey you!" Dash noticed Jack.

Jack threw his hands up in surrender. "I already explained to Applejack-"

"Chill, R.D. He's cool." Applejack interrupted. "So, Ah don't think` mah friends have been introduced to you three formally."

The humans and the Ponies all got themselves introduced properly.

"You're a very pretty pony, Rarity." Raf complimented.

Rarity giggled. "Hmhmhmh! Flattering, darling, but I think you're a little young for me." Rarity ruffled Raf's hair good-naturedly, but seeing as Rarity was of a comparable size to a horse and was large enough to buck Raf's skull into his stomach, it made the boy a little uncomfortable.

"Little young for- No, see, on Earth, we have these things called horses that- never mind." Raf gave up on trying to explain that he meant Rarity was a pretty _animal_. Which was probably for the best, as the vain unicorn likely would've taken offense to it.

Miko and Rainbow Dash seemed to be hitting it off, as they were discussing their shared feelings about adrenaline.

Jack just smiled and nodded as Pinkie rambled off about whatever.

Optimus' lips twitched upward, though they refrained from a full smile. "It is good to see everypony is getting along with-wait..." Optimus flexed his fingers as though he was counting. "Arcee pursued Rainbow Dash...Bumblebee, Pinkie...Ratchet remained at base. Where is Twilight Sparkle?"

"Oh, Twilight? She's, uh, she's right, uh..." Bulkhead trailed off.

All the Ponies widened in alarm. "Oh dude! We gotta find her!"

"Agreed, Rainbow Dash. Ratchet, equip the Ponies each with earpieces and prepare the GroundBridge. Every minute Twilight remains unaccounted for is another minute the Dark Energon has to corrupt her. Transform and roll out!"

Rarity raised a hoof.

"Yes, Rarity. I am aware you lack transformation ability." Optimus said with a hint of exasperation.

Rarity put her hoof down.

* * *

Somewhere far away, Starscream and Twilight had stopped to rest by an abandoned Energon mine.

Starscream had his claws on his knees while Twilight paced around anxiously.

"If I could run...huff...as fast as you...huff...gallop." Starscreamed complained.

"You think I'm bad?" Twilight put a hoof to her chest. "You should see Rainbow Dash!"

"If you're any indication, I'd rather not..." Starscream noticed the unease in the way Twilight was pacing. "What's wrong, Twilight?"

"It's just..." Twilight signed. "Here we are, safe and sound, and I don't know if any of my friends are okay! I mean, what if Optimus uses the same trick on her as he did on Applejack?"

Starscream stared at the ground, unsure of what to say. "Eeeh...I am sure that Fluttershy and Bob have held Optimus at bay."

Twilight frowned. "I hope you're right."

"Of course I'm right! I'm always right!" Starscream brushed his claw against his chin proudly. Thinking he was joking, Twilight giggled. Twilight walked over and rested her head on Starscream's foot.

"It's good to have a friend with you, no matter how long you've know them."

Starscream smiled nervously and crouched down to pat her. "It is, isn't it?"

Twilight looked to smile at Starscream when shafts of blue light came from nowhere and knocked him out.

"STARSCREAM!"

Adam came running at Twilight, jumped onto her back and put a chemical soaked towel to her mouth. Twilight whinnied and reared up, causing Adam to slide, but he took his free arm and wrapped it around her neck, causing him to dangle from it as she flailed about. Twilight's eyelids started getting heavy, and she fell onto her side unconscious.

Adam got up, dusted himself and pulled out a cell phone.

"Adam to MECH chopper. Specimen, ready for pickup."

Starscream put his claw to his head as he came to. "Oooh...Twilight, what happened? Twilight?" Starscream pushed himself to his feet and looked around. "Oh, yes...that's right." Starscream remembered the tinge that knocked him out as being the same one as MECH's rifles.

"My considerations go out to her." Starscream puffed his chest out and began to walk away but then a voice in his head yelled at him.

"_You fool! Remember all that scrap you told Twilight and her friends?_"

"Yes. What about it?"

"_If you let MECH keep her, you'll be exposed as the fraud you are!_"

"I do not wish to engage those savages!"

"_In all likeliness, Optimus will rescue her!_"

"That's not likely, is it?"

"_Think, you fool! You saw Applejack crawl out of the GroundBridge with Optimus. Optimus is friendly and always wants to give peace a chance._"

"So Twilight and Optimus will become friends. What a loss.

"Yes it is, for when he reveals you lied to her and her friends, she'll disassemble you."

"She doesn't have the power to do that."

"_She beat Megatron, remember?_"

Starscream turned around, resolving to bargain with MECH for Twilight's freedom and ignoring the fact he had just had a conversation with himself.

* * *

Within the holding cell MECH had her in, Twilight under a white sheet. The sheet moved.  
Twilight flipped over and flipped the sheet off herself. She looked at her surroundings. She seemed in a traditional jail cell, what with the shoddy beg hung from the wall by chains, except the cell bars were replaced a clear plastic window.  
Through the plastic window, Twilight could see a man in a full-body black-grey suit and mask with what appeared to be a weapon in his arms.

"Excuse me, sir?" Twilight said politely. "Where am I? And who are you?"

The man remained silently, but made a beckoning gesture at somepony Twilight couldn't see. She saw him soon enough though, as another human came into view. This one wasn't wearing a mask, which let Twilight see the signs of age and scars on his face. His suite was green, rather then black, and he was really quite muscular.

"So you're awake." The old man said. His voice had something of an briskness in it.

"Um...yes." Twilight replied uncertainly. "Will _you_ tell me who you are?"

"I am Silas." The man replied. "You are?"

"Twilight Sparkle, the prize student of Princess Celestia."

"Mmm...Leader of MECH." Silas explained. "Pardon me, Miss Sparkle, but what exactly _are _you?"

"I am a unicorn." Twilight gestured to her horn.

"Are you?" Silas raised an eyebrow. "I thought unicorns didn't exist."

"Well..." Twilight shifted her body weight nervously. "Maybe not on this world..."

That seemed to catch Silas's interest. "Not on this world? Would you happen to be an alien, Miss Sparkle?"

"Well, yes..." Twilight kicked her front hoof. "I...don't suppose you would let me out of here?"

"No." Silas replied coldly. "You see, Miss Sparkle, MECH intends to be on the cutting edge of technology at all times. That means keeping undiscovered species -such as yourself- to ourselves for study."

"Study?" Twilight shot back. "I love study! But you can't just study me like an animal!"

"And why can't we?" Silas asked a hint of bemusement.

"Because unlike an animal, I can speak your language and convey my thoughts! I can learn and understand your ways of life! Your social protocols! Your taboos!"

"Mmm...duly noted. Tell me, Twilight Sparkle, what does MECH stand to gain from your release?"

"Well, I know a few things about technology myself. I'd be happy to help you, you know. If you asked nicely."

"MECH doesn't ask for anything."

Twilight narrowed her eyes at Silas. "I assure you, Silas, Starscream will be here to rescue me, and you will regret your lack of manners."

Silas looked over Twilight contemplatively. "Starscream? The renegade Decepticon?"

"Yes! He'll fight for my freedom, the same he fights against the Autobots and Decepticons alike!"

Silas lingered for a moment. "Is that so? Keep her under guard." Silas walked back the away he came, disappearing from Twilight's view.

Twilight narrowed her eyes and charged up her horn.

"Uh...I wouldn't do that if I was you." The guard tried to warn her.

"Well, you're not me, now are you?" Twilight spat. She fired a blast of energy from her horn the clear plastic window, only it bounce off and hit her, throwing her against the bed.

"Tried to warn ya." The guard said. Twilight groaned in annoyance.

* * *

After much, much walking through the dessert, Starscream found a series of warehouses that he was fairly certain the current MECH base, as it's troops were stationed out in front of the entrance.

"Two guards." Starscream noted. He cocked his arm missile. "This should be easy."

'Should' being the keyword, as one of the guards noticed him and alerted his partner. They both began firing, their bullets somehow piecring right through Starscream's mesh.

"Ooooow!" Starscream covered a new hole in his shoulder pad with a claw. "Scrapping- how are they-GAAAAH!" One of the bullets went right through his thigh, the awkward proving too much for him to bear, and he fell onto his stomach. He looked around at the MECH troopers now surrounding him, which included Silas.

"So," Silas drawled. "You did come to rescue her...didn't you?"

"I...have no idea what you're talking about." Starscream fibbed through gritted teeth.

"Twilight Sparkle? The unicorn? Don't lie to me, Starscream. I know you've lied to her."

"Eeeuf, what of it?"

Silas rested his his elbow on Starscream's cheek. "She thinks you're some sort of crusader, trying to protect people from Autobot and Decepticon alike. I know that you're a deserter, acting on your own for your own personal gain. I understand that you've lied to Twilight...what I don't is: Why?"

Starscream squinted at Silas. "She and her pony companions possess the power to best Megatron. I thought, 'surely, if they can do that, why cannot they beat Optimus Prime as well?' My intention was to have her friends end Optimus, then take credit for it. Then, I would use the 'fact' that I suceeded at something Megatron has so often failed to do to convince the Decepticons to oust Megatron and put me in his place..."

"Quite a complex plan you have there." Silas said. "I think...we can help."

"_What_?" Starscream exclaimed. "You can't be serious!" He gestured to his ribcage area. "After all, the last time we teamed up ended _so well_ for me!"

"True." Silas noted. "But Twilight said she could help MECH's technologically advancement if we asked nicely. MECH doesn't ask nicely, and she trusts you already. If you would give a letter of recommendation, of sorts..."

"For the _savages_ who took my T-Cog? I think not!"

Silas stroked his chin. "Tell you what, I'll cut you a deal. You convince Twilight to help us and..."

The MECH Troopers cocked their rifles. "We'll let you live."

"These weapons you have here...they're not standard, are they? They burn." Starscream noted.

"Sabot rounds." Silas said with pride. "A recent addition to my forces recommended them to me, and given how fast they brought you down, they're rather effective. So what's it gonna be, Starscream? Either you lie or you die."

Starscream shifted eyes back and forth at the troopers and signed heavily. "I choose my area of expertise: Lies."

"I knew you'd see reason." Silas quipped.

* * *

Twilight glared out the window of her cell, unmoving and sulking at the fact it was protected against her unicorn magic.

"Twilight Sparkle?" Another MECH agent who wasn't her guard asked as he came up. "Visitor for you."

The guard removed a keycard from his pocket and put on a control panel Twilight couldn't see, though she knew it was in the wall.  
Begrudgingly, she followed the other agent out of the cramped hallway and into a open room she knew was warehouse floor. She saw a bunch of MECH agents and grey crates. The black scarf wearing agent that capurted and and a agent more burly then the others were standing by Silas like they were of higher rank then the others, and behind Silas was-

"Starscream!" Twilight exclaimed, rushing over to nuzzle Starscream's foot. Starscream bent over and petted her head.

Agent Novo couldn't contain himself. "D'aawww! It's like a little boy and his lost puppy."

Silas and Adam ignored him.

"I trust you are well, Twilight?"

"Yeah. You?"

"Just as well, though I have found a matter of concern to us..."

Twilight removed herself from Starscream's foot and looked up. "What?"

Starscream gestured around them. "You see these men? Their intentions are as noble as mine."

That wasn't technically a lie. MECH's intentions were as noble as Starscream's, the hitch in that was that Starscream's intentions weren't truly all that noble.

"They wish to protect the rest of their race from the Autobot-Decepticon war, even if they must do it in secret. Their capture of you was a misunderstanding, of sorts. They can help us recover your friends and defeat the Autobots!"

Twilight gasped and put on an excited smile. "Does this mean they can help you get your T-Cog back from the barbarians who took it?"

Silas kept his face as neutral as possible while Starscream smirked at him knowingly.

"Yes, Silas, can you help us with that?" The conceit in Starscream's voice was palpable.

Silas leered, not having any good response.

"Um, actually, Twilight," Agent Novo spoke up, pulling a pair of blueprints out of his pocket. "_We_ are the ones who took Starscream's T-Cog. We needed it...for this." Novo unfolded the blueprints in Twilight's view.

Twilight a hoof to her chin. "Interesting...I think I can help you with that. After I do some research of course..."

"So does that mean we're all on the same page?"

"You got it!" Twilight held out her hoof for Novo to shake. Nova accepted, though the sensation of giving handshake to something without hands was...a unique experience.

* * *

Optimus pulled into a stop, steam hissing from his axles. An entrance into Jasper was readily visible, and probably would have been suspicous for him to drive in with a talking organe pony in the driver's.

Applejack groaned and covered her mouth. "Optimus, could y'all open a window? Ah don't feel so well..._urrgh_."

"_Of course, Applejack._" Optimus lowered a window, and Applejack flung herself onto the rim for some fresh air.

"Y'all drive real nice, Optimus, but you're still a biggun'...no offense. Buhhh..."

"_None taken, Applejack_." Optimus assured her, then the beep of a comm being opened came from the dashboard. "_Autobots, report. What is our_ _status_?"_  
_

_"Nothing here." Bulkhead replied.  
_

_"Scrap on my radar." Arcee told him.  
_

Bumblebee bleeped a negative on his end too, and probably wasn't aware his comm was still open when he started swearing at Pinkie for some reason.

"_Wait, Rainbow Dash just spotted_ _something_."_ Arcee corrected. _ "_En route._"

"_Arcee, remain on your guard._"

* * *

Arcee sped along the desert road and came up on the striped Energon mine Rainbow Dash had alerted her to. She transformed into robot and walked over to the entrance where Rainbow Dash was looking inside fervently.

"What do you see?"

"Twilight...and she has a bunch of humans around her!" Dash exclaimed.

"Humans...?" Arcee bent over and gasped.

"What?" Dash snapped.

"I recognize those humans." Arcee explained, then she activated her comm. "Optimus, we've located Twilight Sparkle...and she's got MECH with her."

"_Has Silas captured Twilight Sparkle?_"

Arcee took another look inside. The MECH troopers were standing guard while Twilight stuck her horn the rock of the mine, and the horn started turning-Twilight was using it as a drill.

"Worse." Arcee replied. "I think she's working for him, trying to get Energon scraps out of this mine."

"_Mmm...Twilight was last seen with Starscream. I cannot fathom the reason why Twilight would switch allegiances to MECH, if that is indeed the case of what happened. Hold your position, and wait for back-up._"

"Understood."

"Eh, Two Wheels?" Rainbow said. "You may understand, but I don't think they do!"

The MECH soldiers had evidently spotted them, as they rushing out of the cave with their guns ablaze.

Rainbow Dash took the air and started dodging bullets with all the expertise of a Wonderbolt, while Arcee armed her blasters and started firing back.

"Lower your weapons!" Twilight yelled, having heard the commotion and departed from her mining efforts. "LOWER YOUR WEAPONS!"

The MECH soldiers obeyed. Arcee did the same in response.  
Twilight and Rainbow Dash approached each other.

"Rainbow Dash? You don't have the Dark Energon in you! What's going on?"

"What's going _on_," Dash snarled. "Is that Dark Energon is evil, and Starscream is a big fat liar!"

Twilight tilted her head in concern. "Starscream said that Optimus be willing to whatever takes to convince you to believe him..."

"Yeah, and Optimus didn't do anything!" Dash snapped. "_Starscream_, on the other hand, totally snuffed Arcee's partner!"

Twilight took a step backwards and bit her lip. "I...no, he wouldn't do that, would he?"

"Clearly he would, since he _did!_" Arcee snapped. Furious, she resumed fire, electrocuting some of the MECH soldiers. Twilight turned her tail and fled under MECH's cover fire.

"Twilight! You get back here-AHHH!" One the MECH's bullets burned through Dash's leg. Dash snarled and bucked the closet grunt to her, causing him to keel over. Rainbow Dash contemplatively took away his rifle and examined it.

"Mmm...now how, does this thing...work?" She tried to wrapped her hoof around the trigger, but couldn't get it into the finger guard. Then she held it oblong to her mouth and stuck her tongue in the guard pushed the trigger with it, causing a bullet to go off and hit a MECH grunt square in the solider. Her hooves shook slightly from the gun's recoil.

"I see...idea!" Rainbow Dash curled her around the rifle and held it over her back like a scorpion's stinger. Using the tip of her tail hairs, she started firing back the MECH soldiers, taking them down one-by-one.

"Two Wheels, get Twilight! I got this!"

Arcee looked hesitant about abandoning Dash, but seeing the pegasus potshot a MECH grunt that was behind her without even turning her head was enough to convince her. She transformed back into her motorcycle mode and rolled after Twilight.

"_You get back here_!"

Twilight kept galloping away and didn't even turn her head back. Which proved to be a mistake, as Arcee sped up and ran her over, leaving tire marks all over the unicorn's back. With Twilight Sparkle down, Arcee transformed and stood over her imposingly with her blaster raised.

"You have no idea how much it hurt when I found out what happened to Cliff." Arcee began charging her blaster when a missile came streaking over, put a smoking hole in her chest and pushed her backwards. She clutched at the hole and looked up to see Starscream.

"You..._you_-!" Arcee snarled and converted her arms to their blade configurations and charged at Starscream.  
Starscream raised his arms to block her blows and after some back and forth of Arcee attacking and Starscream blocking, the Ex-'Con kneed her in the gut, then brought his elbow down on her head, bringing her to the ground.  
He and Arcee exchanged glances, his of smug victory, hers of defiance at the fact that he was in a position to end her, but then he did something she didn't expect. He turned away and yelled.

"Twilight! We must escape now!"

Violet light began shimmering and collecting from the tip of Twilight's horn before it developed into a flash of light. When the flash cleared from Arcee's vision, Starscream and Twilight had gone.

Rainbow Dash soon regrouped with Arcee, and Optimus, Bulkhead, and Bob with Applejack, Rarity and Fluttershy riding them drove up and transformed, their pony passengers ending up on their shoulders.

"Arcee, I thought I instructed you to wait for backup." Optimus reprimanded.

"I'm sorry, Commander. My servo was forced." Arcee apologized as Optimus help her to her feet.

"I saw Starscream save Twilight from your assault on her." Optimus explained. "Now that Starscream has actively saved Twilight's life from one of our own, it will be quite difficult to convince her of our true intentions now."

Arcee crossed her arms and looked away ashamedly. "She..._questioned_ whether Starscream killed Cliffjumper, Optimus..."

Optimus' closed his eyes and lowered his head. "Autobots, return to base." He instructed somberly.

The GroundBridge opened, but when Arcee tried to step through, Optimus put a hand on her shoulder.

"You gonna lecture me again about not letting my anger get the best of me? Cause' I already heard when I let Starscream get away last time!"

"No." Optimus replied calmly, not showing any signs of being offended by Arcee's assumptions. "I wanted you to know...I understand."

Arcee's browplates shot up in alarm, but went back down in appreciation. "...Thank you, Optimus Prime."

* * *

At this point, the Ponies, humans, and Autobots were on fairly good terms with each other, to the point that Ratchet didn't even mind Fluttershy helping him fix Arcee's injuries. With the exception of those three, everypony was in the main control room after the failure of the mission.

"So, Twilight's still got the D.E. in her..." Applejack recounted somberly.

"And now she's helping a bunch of meanie humans!" Pinkie added.

A somber mood fulled the room.

"Uh, hey!" Raf said, trying to cheer things up a little. "You guys have Jacks on your world?"

The Ponies all pointed to Apple_jack_.

"No, no, no!" Raf shook his head and pulled out a bunch of funny looking plastic spike thingies and a ball from his pocket. "Jacks is an Earth game played by human children."

"Rafael, you think we're children, do you?" Rarity questioned.

"No, no...I just thought you might like to try a thing from Earth..."

After explained how Jacks worked, Applejack, Rarity and Pinkie all tried to play it, only to complain about how the spikes were penetrating their hooves.

"Pokey!"

"Yeesh!"

"Ow ow ow!"

"Okay, okay." Raf said, grabbing Pinkie's hoof and trying to pluck the spike-toys out of it. "Maybe that wasn't my best idea..."

Optimus observed Raf's and the Ponies' interaction with each other, then something struck him. He put his finger to his head antennae. "Agent Fowler, we have the Ponies with us. We will be ready for you and them to meet and discuss their status when you-"

Agent Fowler was suddenly resting against the door way, huffing and out of breath.

"Are..."

"Where are they?" Fowler demanded. "Where are the Ponies?"

"Um, yoohoo! That's us!" Rarity called.

"Right then..." Agent Fowler got up off the doorway and adjusted his tie before stomping over to the Ponies and flashing his badge. "Special Agent William Fowler of the United States Military."

"I know what a military is, but what's a United States?" Dash questioned.

Fowler ignored her. "I have been selected to serve as a liaison for the Autobots and all Autobot-related activities while they're here on Earth, including giving them aid, giving them access to restricted areas and making sure the public doesn't know about them."

"Well, now why would you want do that?" Rarity whined. "How can you have an adoring crowd when the crowd doesn't know anything about you?"

Optimus' heavy (well, in comparison the Ponies and humans, heavy,) footsteps echoed as he stepped forward. "Rarity, while on your world the populace might be accepting, humans are a superstitious specious. They are decades-old conspiracy theorists and terrorist organizations built entirely on the notion that aliens are hiding amongst them. We have only been here for three years. If the knowledge that these are true were to be made public, it would induce a rise in their numbers and a mass panic. After all, they would ask themselves, if the government's been hiding aliens, what else have they been hiding? In fact, it is quite fortunate that Jack, Rafael and Miko understand the situation the way they do."

The Ponies all looked at Optimus, then to each other and nodded their heads. "Understood."

"Oh, dear!" Rarity gasped. "Um, Optimus? Agent Fowler? Before we met Starscream, we went about Jasper trying to find information on Discord's whereabouts. That...that won't be a problem, will it?"

Optimus' expression was neutral.

"I'm on it." Fowler said, whipping out a cell-phone.

* * *

Twilight looked on somberly next to Starsceam as the MECH grunts brought in the crates they contained their Energon scraps they salvaged.

Twilight paced a hoof. "...Starscream?" She said after much hesitance.

"Yes, Twilight Sparkle?"

"Rainbow Dash...she said that you killed Arcee's partner...is...is that true?" Twilight looked up at Starscream with big pleading eyes that said quite clearly on their own 'Please tell me it isn't true."

Starscream averted his gaze and looked down somberly. "You must understand, Twilight Sparkle, that it was a last resort. At the time, I was a Decepticon...and he was an Autobot. It was...the law of the jungle."

"I...see." Twilight looked away from Starscream. Starscream, noticing her unease, crouched down and put a finger to her chin comfortingly. "Twilight, I want you to know that I deeply regret it, with every polyon-fiber of my being. It was a heinous act that I was forced to do, and there is nothing that can be done to redeem myself for it."

Twilight put her hoof on Starscream's finger. "That's good to hear, Starscream." She removed it and walked off to, presumably to discuss her next move with Silas.

After she was good distance away, Starscream smirked and mentally congratulated himself on a con job well done. _AH HA HA! She bought it, hook, line and sinker! Sap._

* * *

Far away back in Autobot Outpost Omega One, Raf tried a number of games and other entertainment in a effort to keep the minds of Dash, Pinkie, Rarity, Applejack and Fluttershy from thinking about Twilight, but the depressed and downtrodden mood refused to lighten, no matter how hilariously Raf (purposely) bucked things up.

Miko played her guitar, which might've interested Rainbow Dash under better circumstances, while Jack tried to play his harmonica with her. 'Tried' because the two were having difficulty getting their instruments in sync with the others;

With all that was going between Starscream and the Dark Energon business, the Ponies had actually forgotten their original reason for being on Earth, but Rarity's mention of their adventure in Jasper had brought it to mind; To find and imprison Discord. The fact that one of their best friends was now fighting against them was a very foreboding omen, especially since they still didn't know where Discord was.

Agent Fowler got off his cell phone and announced that no one in Jasper thought about the Ponies _too_ seriously, but it was cold-comfort.

* * *

Silas and Adam observed the still colorless Discord in his holding cell. Discord pretended to be asleep in the hopes they wouldn't inflict him harm, but his opening of one of his eye's to see if they were still there gave him away. He started pretended to snore in a fruitless effort to keep them thinking he was sleeping.

"You think Twilight could help study him?" Adam suggested.

"No." Silas snapped. "As a matter of fact...I want him relocated. I don't want our unicorn asking questions... that don't need to be answered."

"You will see it done, sir." Adam stiffened up and saluted before turning to gaze at Discord ominously.

* * *

**Author's Notes:**

**So, some scaling issues here: I compare the Little Ponies size to that of full-grown horses, and yet, they ride inside the Transformers with no problem. Anyone who has both seen a normal car and seen a horse of respectable size will tell you you're not gonna get the latter inside the former in one piece. This issue has been gnawing at me since I finished the 'planning' stage of my writing.  
**

**After much careful thought, I decided it's better if I just...ignore it. Don't bring it up or anything, you know?  
**

**I made up 'Polyon-Fiber' on my own...and I might have did some research on the Wiki to see if there was a Transformers version of 'Fiber'...but I decided 'Polyon' was too unique to _not_ use.  
**

**And to forum member '_Bigby The Big Bad Wolf_': I came up with the general idea of Fluttershy getting an Insecticon on my own...but yes, the IDW one is where I got the name. I _am_ a little sneak... aren't I?  
**

**It's quite ironic how this chapter is named 'Only Forward' when Twilight and Starscream join (or rejoin, in the latter's case) MECH, which I think ****would**** be a step _backward_.  
**


	6. Woken Furies

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

Megatron stood on the bridge, his face to the screen and away from Airachnid, Dreadwing, Knock Out, Breakdown and Soundwave.

"Lord Megatron," Airachnid stepped forward and bowed. "Not to sound impudent, but what is the purpose of this meeting?"

Megatron turned his head to Airachnid only briefly. "The purpose, Airachnid, is that we have thus failed to terminate any of the Ponies..." Megatron raised his fist into the air and clenched it. "And I have no doubt that the Autobots are making friends with them as we speak." Megatron turned around, finally allowing his troops to see his eyes. "So, I have decided that you all require more...motivation."

Knock Out flinched and threw his hands up into the air defensively.

Megatron chuckled. "Hmhmhm. Not to worry, Knock Out. This is motivation of the positive kind." Megatron began walking, the Decepticons clearing into two rows of three to allow him through. "You will each go out and develop a scheme of your own devising. Each scheme is to be devised with the explicit goal of terminating a Pony in mind. Whoever succeeds in their scheme before the end of the day will be rewarded."

Airachnid clasped her claws together. "Lord Megatron, should my scheme succeed, would I be restored to my status as First Lieutenant?"

"Nooo. The prize is not the position of First Lieutenant. Besides, Dreadwing is far too loyal to me for _me_ to betray _him_ like that." Megatron complimented.

Dreadwing saluted. "Your praise is hard to earn, My Lord. I will make certain it does not go unjustified."

"See to it you do."

"Excuse me, Lord Megatron..." A new, thuggish voice said. The Decepticons turned to see a Vehicon walking in. This Vehicon looked different from the others, as he was multicolor of pink (An _eeeeeevil_ pink, mind.) and black. He was also covered in cracks, with one going straight down his visor. He bowed.

"Ahh, yes!" Megatron greeted. "Fearstorm. What do you want?"

"Forgive my eavesdropping, My Lord, but I couldn't help overhearing your proposal...and I would like to join in."

"As you wish." Megatron rounded on the Decepticons. "Go forth!"

* * *

_"We all get our dreams stamped on from time to time, right?"_

**Friendship Is Magic: Prime: Act III**

**Chapter VI: Woken Furies  
**

**Episode Synopsis:****shenanigans** lead into more shenanigans, which lead into more shenanigans, which lead into more shenanigans and...oi.  


* * *

Back in the Autobot Base, Applejack, Rarity, Fluttershy and Pinkie were lolling about while Ratchet continued to scan for any signs of Twilight. Dash was oddly absent.

Before anypony could comment that he was also absent, Raf appeared in the doorway. "Hey, girls! Are you hungry?"

"After all that activity, a lady would feel a bit famished at this point... especially when subjected to Bulkhead's driving." Rarity answered. Bulkhead huffed.

"So, you need some help getting something?" Raf added with a hopeful look on his face.

"You concern is appreciated, Rafael, but not to worry!" Rarity assured him. "Before her...departure, Twilight used a spell to increase the size of the inside of our bags!"

Ratchet spluttered. "What? You can't do that!"

"What do you mean?"

"I _mean_, you can't make the volume of the interior of matter exceed the interior's volume!"

"Twilight did pull off some rather fancy tricks with her horn..." Arcee noted. "Lasers, drills...teleports."

"And let us not forget that during Discord's brief rampage on Earth, he demonstrated examples of reality-bending far more ludicrous then a simple Saddlebag of Holding." Optimus reminded him.

Ratchet scoffed. "Paah! While Discord's reality-bending abilities are impressive, I am sure that there is a scientific, logical reason behind them- DAF-BOO-BOU!" Ratchet's rationalizing sentence ironically degraded into irrational gibberish, as Pinkie had pulled an anchor out of her bag to demonstrate." "WHY ARE YOU CARRYING AN _ANCHOR!?_"

Pinkie raised her hoof and smiled to answer, but both dropped at the last minute. "...I don't remember."

Rarity cleared her throat. "So, as you can see, Rafael, we have plenty of food supplies in our bags." Raf looked sullen. "Oh, what's wrong?"

"Well, I wanted to make you guys feel welcome around so I..." Raf left and came back in pushing a cart full of hay bales. "Got you this."

Rarity cooed. "Oooowh! Well, isn't that sweet? I suppose we can keep our supplies in our bags just a little bit longer." Rarity turned to her friends. "After all, it is terribly rude to refuse an offered meal, especially when it's offered by such a fine, young gentleman!" Rarity ran her hoof through Raf's hair adoringly.

Raf chuckled shyly, blushed and turned away. "Well, there it is..."

Everypony obliged, trotting up to the cart and taking a bite off the bales.

"Hey, where's R.D.?" Applejack exclaimed, pulling her muzzle away from the meal. "She's missing out!"

"I REMEMBER!" Pinkie burst out. The others looked at her expectantly.

"I was carrying the anchor around in case we had to throw an emergency party with a sea-theme!"

Rairity and Applejack facehoofed. Ratchet's shoulder antenna twitched in irritation.

"Why...would you have...an emergency party...in the first place?"

Applejack ignored Ratchet's question and pressed on. "Seriously, though, where is she?"

"I have an idea..." Arcee said suspiciously, raising a browplate.

* * *

Somewhere over somewhere else in Jasper, Rainbow Dash stood solemnly on a cliff that overlooked the ground. She let out a weak chuckle at the pointed rock that couldn't have been there naturally, a broken fragment of a silver horn rested in front of it..

"Heh...Cliff on a cliff, huh? That fits, eh big guy?"  
There wasn't any response. Not that she was expecting any anyway.

"How it's going up there? I don't where you are, but I sure hope it's somewhere nice. Maybe with a patio and a hot tub, Ha ha!" Dash slapped her own knee in a laughter that was repressed somehow.

A GroundBridge opened up behind Dash which Arcee stepped out of.

"Hey." Dash greeted lazily.

"Hey." Arcee greeted back. "I had a feeling I'd find you here."

Dash nodded her head. "Mh-hm."

There was a silence for a moment as the two blue members of their respective specius looked down at the grave.

"What did he look like?" Dash asked suddenly.

"Huh?"

"What did Cliffjumper look like, Arcee?"

"Mmm." Arcee put a finger to her chin in thought. "I...I never really thought about it that much...well, I guess you could say he was red, big too. He turned into a muscle car, so that's something. He had a pair of horns on his head and a smirk on his face that just wouldn't go away, no matter how much scrap piled up."Arcee took in a deep breath and signed.

"Do you think there's a chance you could...get him back?"

Arcee shook her head. "No. The "Cons tried that themselves, and his corpse was lost in the explosion at the mine." There was more silence until Arcee got on her knees and sat down. "You would've liked him, I'm sure."

"Really?"

"Yeah...you're both hardheaded, stubborn types who don't know when to back down." Arcee and Rainbow Dash both smiled a little chuckle. "Of course, I'm not one to talk, now am I?"

"I'm sure you learned from the best." Dash said with a smugly raised eyebrow. Both females threw their gazes back at the grave and signed.

"...Listen, Rainbow Dash. It's sad, I know. No one knows better then me. But we can't just stay here and mope. We have other people we need to think about. We have responsibilities, and you know what he would say if he knew we were sitting here right now?"

Dash looked at Arcee sadly. "What?"

Arcee put her fingers to her head in an approximation of horns and deepened her voice as much as she could. "'How can you two stand just laying down here like this? You're not _doing_ anything!'"

Dash wiped her eye and stood up. "Yeah...he'd be right. You got something?"

"Well, Raf got you and the girls a treat. I'm sure they put some aside for you." Arcee informed her, before a chee-choo-chii-chink filled the air. "Come on. I'll give you a ride."

* * *

Rainbow was absently minded nomming her hay when suddenly-

"Hey, Rainbow Dash!" Miko said with an enthusiasm that could alllllmost match Pinkie Pie's. "Wanna watch T.V?"

"Sure!" Rainbow agreed between mouthfuls.

"All right, we can skip the stairs and you can fly us up on the platform!" Miko said, starting to climb on Rainbow Dash's back.

"Whoa, whoa, hey! What are you doing?"

"Uh, mounting you?" Miko said with uncertainty. "Is that not O.K.?"

"What on Earth or Equestria or wherever made you think I would be O.K. with that? !"

"Well... on Earth, humans rides horses and ponies from place-to-place."

Dash turned her neck. "You have Ponies on your world?"

"Well...yeah." Miko said uncertainly. "They're different from you though. They're boring, they're all sorts of dull colors like brown and gray and they don't talk or have horns and wing or anything!"

Dash skewered her eyes in concentration, trying to imagine a pony with that description. "Weird." Dash took another look at Miko, who seemed upset about not being able to ride Dash. Reluctantly, Dash lowered herself. "Come on." Miko beamed and climbed up, and Dash immediately set about zooming to and fro the Autobot base.

"_Gaaah_!" Ratchet exclaimed as he ducked to avoid Dash's cruising about. "Will you keep it down? I might locate Twilight's signal and not see it if you keep zooming around like a excited turbo-mouse! Besides...I _thought_ you were going to watch T.V?"

"HUH?" Miko screamd. "OH RIGHT, THAT. THAT WAS A THING, WASN'T IT? ALL RIGHT, RAINBOW DASH, PARK IT!"

After one more round, Rainbow Dash gently dropped Miko on the couch and sat on her haunches next to it.  
Miko picked up the remote and started skimming through the channels. "All right, let's see...sports, cooking shows, more sports, CIA: Wyoming or whatever is these days-ooh! More sports-"

"Wait, go back!" Dash yelled.

"Go back? Um, okay." Miko obliged Dash's request, showing the horse race as it progressed.

"So, these are Horses From Earth..." Dash noted, mystified.

"Yeah." Miko agreed, not sure she knew what the big deal was.

"You think you could... let me... watch to the end of the race?"

"Uh, sure!" Miko drew her legs up into the couch while Dash slowly scooted from sitting to lying on her belly.

Rainbow seemed entranced by the race, the way the professional riders and horses seemed to move as one being. That their bond was so close they could hear the others thoughts...they must have made very...impressive opponents.

"Soooo..." Miko drawled once the race had finished and the channel was now showing a soccer program. "Now that the race is done, can I change the channel?"

Rainbow Dash got up, trotted over to the T.V. and turned it off with a hoof.

"Hey! What did you do that for?"

Dash looked at Miko with a deadly seriousness.

"Miko... I want to race against the Earth Horses."

Miko got a mischievous look in her eyes. "Hmm...It would be easy to up the competition with a horse that could understand exactly what was I saying...of course, there's no way Optimus would approve... so I'll help ya sneak out! " Miko threw her hands into the air. "You'll need a rider..."

"Heh. Is that an offer, Pig-tails?"

"You gonna take it?"

"Hay yeah!"

* * *

Soundwave, Dreadwing and Breakdown gathered around the bridge's control panels. Airachnid, Knock Out and Fearstrom having already left to scout for the Ponies' location. Breakdown was twiddling his fingers nervously while Soundwave seemed busy trying to set up a terminal.

"What's wrong, Breakdown?" Dreadwing questioned with a fatherly-sounding concern.

"Well, I just...I'm not used to being a thinker, ya know? Knock Out and I, normally, we work together. He's the brains and I'm the brawn, now without him-"

"You have no brains." Dreadwing supplied.

"Exactly!"

Dreadwing pursed his lips, then began walking. "Follow me, Breakdown. I will help you."

"You will?"

"Yes." Dreadwing took out his cell phone and tossed to Breakdown. "You should see something Knock Out and I have been working on on there..."

Breakdown looked down from Dreadwing, flipped the phone and wolf-whistled. "Niiice! How long you been working on this?"

"Long enough. As a matter of fact, it has been in need of a test run...would you do the honors?"

"Scrap yeah! This thing looks like a beast!"

Breakdown tossed the phone back to Dreadwing and followed him out of the room. Soundwave drew away from his terminal, having finished setting it up. He unfurled one of his tentacles and 'plugged' it into the terminal.

* * *

Cruising down the roads of Nevada was a sports car with a pronounced hood and small roof. It was white with black windows and red and green racing stripes. The kind of sports car that old men buy to deny the fact of their aging.  
But this wasn't a normal sports car, no. It had no driver, for this sports car was the harder-then-nails Autobot Wrecker Wheeljack!  
Wheeljack's dashboard beeped, and the voice of his old pal, Bulkhead came ringing through.

"_Heey-a Wheeljack! How you been?_"

"Bulk?" Wheeljack laughed. "I've been better. It gets boring just cruising 'round sometimes, ya know? Wouldn't happen to have a Decepticon on your servos, would you?"

"_Actually, Wheeljack, no. As it happens, there's a new set of aliens here on Earth besides us..._"

"Oh?"

"_Yeah. They're called 'Little Ponies'. We've been trying to exterminate them for some time now with little success. Think you can help?_"

"I'll keep my eye for them."

"_Thanks, Wheeljack..._"

* * *

"_You're a real pal_." Soundwave finished in Bulkhead's voice. The lean Decepticon then adjusted something on the terminal and began broadcasting from himself.

* * *

Rainbow and Miko were steadily trying to sneak out of the base when Rarity spotted them and came up to confront them.

"What are you two doing?"

"What are we doing?" Miko replied. "What makes you think we're doing anything?"

"The fact they you're both trying to sneak out of the door without somepony noticing." Rarity starkly informed them. "I cannot _fathom_ any reason why you would want to keep the fact you're leaving a secret...unless, of course, you're doing something ponies would disapprove of!"

"Well, ya see, Rarity, it's like this-" Miko was saved from having to explain herself by the main control panel beeping out a static messege.

"Wheeljack...critical...assistance...opponent...un icorn magic."

"Wheeljack? Who's Wheeljack?"

Bulkhead got straighten himself leg and smashed his fist together. "Wheeljack is one of my best friends. We served together in the Wreckers before I signed up for Team Prime...and he's asking for back-up, then that means there's big trouble. Ratchet-"

"Already on it." Ratchet cut him off, pulling the GroundBridge lever.

"Come on, Prissy! I don't know what's going on, but Jackie needs help!"

Rarity obliged, though she muttered something under her breath in response to being called 'Prissy'

Once they were safely out earshot, Applejack giggled. "Ha-ha! Prissy! I like it!"

* * *

"Well, here we are." Rarity said as she and Bulkhead stepped out of the GroundBridge and into some sort maze made out of huge gray crates.

"Hey, I know this place! This is where me and Jackie tangoed with Dreadwing! That was a close call, I'll tell ya that."

"Mmm...is that so-WAH!" Rarity yelled as car lights began to shine on her. A white sports car began speeding up on her, so she started galloping as fast she could.

"Jackie?" Bulkhead said, recognizing the vehicle. "What's going on?"

Before Bulkhead could pursue either Pony or Autobot, Soundwave jumped out from behind one of the crates and knocked him with a backhand-slap to the head.

The only Autobot that could manually undo his crisscross disabled, Soundwave jumped onto the top of one the crates and converted his head into a communications array, broadcasting a signal jammer that made radio contact impossible.

"Rarity to base! Requesting Bridge? Yoo-hooo! Hello?" Rarity screamed desperately into her earpiece. "Scrap!" Rarity removed her hoof from her earpiece, and jumped up onto the bars of a tower, crossing her legs to hang from it.

The car screeched to a halt, then transformed into a robot around Bumblebee's size class with car door 'wings' on his back, wheels in his ankles and wrists, scars on his gray face and plates sticking out the side of his head.

"Who are you?" Rarity asked.

"I'm the 'Bot who's gonna cut you up." The 'bot replied gruffly, reaching his hands over his back and pulling out two curved swords that had black and red detailing.

Rarity leered at him. "Let's try this again. I'm Rarity. What's your name?"

"Wheeljack." The Autobot he approached Rarity threateningly.

"Oh, but surely you can't mean to cut up a poor, sweet little thing such as myself?" Rarity cried, brushing her leg over hair dramatically and fluttering her eyelashes.

"Listen. There's a quite a few classy ladies before you who tried that on me who had the distinct advantage of being my own species." Wheeljack raised his sword. "Didn't get them anywhere then."

"Can't blame a girl for trying."

"Actually, I can _blame_ them. I just can't _fault_ them." Wheeljack corrected, bringing his sword down on the tower. Rarity moved just in time to keep the blade from cutting her, and it instead just cut the bar she was on in half and sent her dropping to the ground. Rarity quickly composed herself, brushing the dust off herself before resuming her frantic gallop.  
Wheeljack growled, then transformed into his vehicular mode to give chase.

* * *

Miko got in line for the sign-up for the next race the stadium she was at. There wasn't anyone she recognized there. Just two different-looking ladies, one red haired, young and muscular, the other old and aged with grayed hair and glasses, and a large, imposing man with a pointy-looking ring on his finger.

"Hmm. Small line." Miko commented.

"Yeah," A voice said behind her. "It's not a grand tournament. It's a simple run-and-done."

Miko turned around to talk to the person behind her. "Yeah, I guess-Vince?"

"Nakadai?" The freckly-faced school bully said. "What are you doing here?"

"Uhhh...Trying to sign me and my horse up for a race?" Miko decided to turn the tables on him. "What are you doing here?"

"Same thing. A couple of days ago, these brightly-colored talking horses came by to the school, and Sierra told me about she used to like horses when she was little. So I figured I learn how to ride and win a race to impress her."

Miko scoffed and pressed her finger against her chest. "As if! I will be winning the race today!"

"Is that so?" Vince got up in Miko's face.

"It is so so!"

"Excuse me," A nasally voice interrupted. "But you two can't compete each against if you don't sign first." It was the clerk. Miko and Vince had gotten so wrapped in their argument they didn't notice that the line had disappeared. Miko moved up to put her name, and was allowed to see the names of her competition.

Miko put her name on there quickly, but paused when she had to down her horse's name. "_If I just put 'Rainbow Dash' people will recognize her!_" Miko squinted, and at last put what she thought was an extremely clever anagram. She moved to let Vince sign, only to hear Vince ask about the name of her horse.

"'Dash of Rainbow'? What kind of horse name is that?"

"Eeeh...well, what's your horse's name?"

"Quint."

"'Quint', ha! You should be asking what kind of name is that!" Miko rebutted, going off to the stables before Vince could question the integrity of her comeback.

"Eeew..." Rainbow Dash groaned as Miko guided her to her spot in the stables. "You didn't tell me Earth-based ponies were this smelly."

"Yeah, well...they don't bath themselves."

"Really? Weird." Dash turned her neck around to look at her back. "Remind me again what's with the bandages?" They were indeed white bandages wrapped around Dash's midsection quite thickly.

"To keep you from using your wings! I know you fly with them, but flying would be cheating in the race...and also to keep people from asking questions about your wings." Miko explained. While a clever plan in theory, Miko hadn't counted on thing...

"Excuse me, Miss..." The redheaded woman -likely Lt. 'O' Hara from the registration.- from the line said walking up to her. "But I can't help but notice your horse has bandages."

Someone asking about the bandages themselves.

"Uhh...yeah, what about them?" Miko said nervously.

"Well, if it's got bandages, that means it's injured, doesn't it? If it's injured, it shouldn't be racing." 'O' Hara explained.

"Um...er...ya see..." Miko was saved by Dash whispering a suggestion into her ear.

"It's special circumstances!" Miko exclaimed cheerfully. "Yeeah!"

O' Hara seemed flabbergasted. "Did your horse...just whisper to you?"

"No." Miko lied with a completely straight face.

O' Hara shrugged before returning to tend her own horse. "All right then."

Miko's sign of relief was cut off by the approach of Fast Wiley and Vince, with their horses behind them. Miko knew their names from the registration. Vince's horse's, Quint, was a small colt with a beige coat, a blonde mane and lazy eye while Wiley's horse, Ironhooves was a very, very large imposing gray stallion with a black mane.

"So, Wiley, what are you doing here off the road?" Vince asked with kind of curiosity that only friends had.

"Well, people kept telling me I was losing my touch on the wheel, so I figured a break was what I needed. You know, a little soul-searching."

Vince nodded. "Oh! Wiley, this is the girl I was telling you about." Vince pointed to Miko and Rainbow Dash.

"So, you're the little girl Vince was telling me aaaall about me." Wiley noted with mocking amusement. "You got a real pretty horse there, don't ya?"

Miko grimaced. "Uh, yeah! A pretty horse, that's what I have, yes."

Wiley stroked his chin. "In fact, now that I take a good look at her, she's got awfully big, colorful eyes...and I ain't never seen a horse with a mane more than one color before..."

"She can talk, too!" Vince snapped. "She was one of the ponies that visited the school!"

Miko started sweating nervously. Wiley was noticing the differences between Rainbow and, well, every Earth-born horse ever. "Uh...uh. No she can't talk! And...and...she's Australian! That's why she's so unique-looking! Tell 'em, Dash. Tell 'em you can't talk."

Dash stood quiet and unblinking, her gaze locked on Quint intensely.

"There, see?" Miko said proudly. "Can't talk at all."

Vince and Wiley gave her unnerving, scrutinizing looks until Wiley shrugged and threw his hands in the air. "Works for me. Australia has all kinds of weird stuff. I'll try not to flatten your horse too hard, Vince...can't say the same about her, though." Wiley said as he walked off.

Vince put his finger against Miko's nose. "You may have fooled Fast Wiley, Nakadai, but you haven't fooled me! Quint and I will stomp you into the dirt!"

"I'm sure he will..." Dash giggled dreamily once Vince was out of earshot.

Miko huffed. "Come on, Dash. Let's get you stabled...Dash? Are you O.K.?"

Dash's tongue was lolling slightly out of her mouth, and her overall expression suggested she just been hit hard by Twilight's 'I-want it, I-need-it.' spell.

"Dash? Dash? Hellooo! Earth or any other planet to Rainbow Daaash!" Miko skewered up her face in concentration, trying to think of what could making Dash so unresponsive.

"Huh?" Dash said, shaking her head. "Oh, yeah...uh, what are we doing here?"

"Stabling you?" Miko asked rhetorically. "I already explained this, remember?"

"Yeah, yeah, sure..." Dash let Miko guide to one of the unused stables.

* * *

Outside an active Energon Mine, the Energon covering any potential signals Twilight's Dark Energon could be giving off..  
Twilight and Starscream snuck, tucked, and rolled into the entrance of another Energon Mine, this one considerably larger then the last, with much bigger entrance. A machine whirring could be heard from inside the cave.

"You remember the plan?" Twilight asked.

"Yeeeesss..." Starscream assured her. "With your careful calculations, it is ensured that we are entering during break hours. We slip in, steal some unguarded Energon, slip out."

"What luck!" Twilight exclaimed. There were wagons full of Energon crystals, mined and ready to be stolen!

"HAHAHAHA! Most excellent!" Starscream cheered rapturously. "Those poor fools, having no idea that we are about steal the fruits of thier labor!" Starscream began wheeling the cart with Twilight galloping by her foot, but their joy was cut shorts as two voices began to sound out from the cave.

"I gotta tell ya, this thing you cooked up? Feels like a beast. I can't wait to start firing it!"

"You won't have much longer to wait, Breakdown." Dreadwing replied. "There will be plenty of opportunity to use in the mine." Dreadwing and Breakdown came into Starscream's and Twilight's view.

"...such as right now." Dreadwing instructed. Breakdown held up a device to his shoulder. It was humongous, quadrupled barreled, purple Gatling gun that likely couldn't have been lifted by anyone smaller then Breakdown. "Open fire!"

Breakdown cocked the huge Gatling gun and did so. Starscream immediately ducked behind the nearest wagon.

Twilight snorted and scraped her hoof. Keeping her head in the face of fire, she began charging her horn. In a flash of purple, Starscream, the wagon, and Twilight were all gone.

Breakdown and Dreadwing surveyed the damage. There were impressive smoking holes everywhere from where the gun's shots had hit.  
"Well, I'd say that's a successful test run, yes?" Breakdown said with a smile.

Dreadwing smirked. "Yeeeeesss..."

* * *

At the MECH warehouse base, Twilight and Starscream huffed and puffed, thankful for having gotten out of their encounter alive.

"I see you two brought some Energon." Silas said walking up to them. "That should be all we need." Silas cast a glance at Starscream."Well, all the Energon that Project: Chimera will need. And...would you remind me the reason behind your quick promotion, Twilight Sparkle?"

"Right! Right...Give me...a sec here." Twilight assurred him, climbing over the ledge of the Decepticon-sized wagon and dangled off it before falling to the ground.  
Twilight had been rather quickly put into the place of MECH's Surgeon General, and the reason for that was  
Getting up quickly, Twilight shot a beam out from her horn that traveled up into the sky where it hit a dark purple, glimmering barrier...  
Her effective force-field spell that masked the MECH base from any scanners, though passersby might've made it out.

"Excellent." Silas smirked. "Now can you put the Energon by the warehouse, please?"

Using her magic, Twilight wheeled the cart over to one of the warehouses at the far end of the rows. Twilight used her magic to push it the cart, then turned away sadly.

"Oooh...what's wrong, Twilight?" Starscream asked tenderly.

Twilight signed. "Just...thinking about my friends. I miss them. I wish I could talk some sense into them. I mean, you saved me and them from that cave-in...you came to save me from MECH...you saved me from Arcee. Surely you can't be all bad."

"Mmm...quite right," Starscream said, Twilight unknowing that all those things Starscream did were done purely out his own selfish intrest.

"I suppose you might be able to talk to them if you were to somehow get them away from the Autobot's..."

"But how would I do that?"

"Well, letting them take the Dark Energon out of you might be a good start."

"What? But you said-"

"Twilight, Twilight...you didn't think I meant to actually let the Autobots take the Dark Energon from you, did you? Oh no...that's merely part of the plan to get your friends back."

Twilight looked up at Starscream, mystified. Starsceam smiled soothingly and raised his claw as he began to explain his devious plan.

"Now, here's what you're going do..."

* * *

Knock Out, having made custom scanners to find traces of Pony Magic , pulled up in vehicular mode outside of the horse racing stadium. He drove around in circles until he pulled up to a paper stamped on the arena's outside walls, showing the members of the next race and their horses, and he made Rainbow Dash out from them.

"Hmm...I was hoping to access her directly...but I suppose winners can't be choosers."

"HEY!" Knock Out adjusted his side-mirror to see Fast Wiley stomping towards him.

"Ah yes...the skinjob who scratched my paintjob...wait...this is perfect."

Wiley stood himself by Knock Out's front door and crossed his arms. "You're that car that ran me off the road in that one race! You better something, punk, or I might break something."

"Oooh, that was you? I've been worrying about you! I am so sorry, mister! I just... lost control of myself...that doesn't normally happen, you see." Knock Out's lie was as false as it was masterfully executed, as Wiley could only hear sympathy in his voice.

"Ooooh...All right, I'll let you easy this time. But do it again next time, and we're gonna have problems, _capice_?"

"_Capice._..and by the by, I can't help but notice there you're in this list of riders here."

"Yeah. You want to make something of it?"

"No, no...I just also saw this rainbow-haired horse, who, I assure you, I am very familiar with."

"The Australian one?"

"That's the one! You want to be very careful with that one. She may not look like it, but she's crafty and dangerous. She'll run you into the ground if you let her."

Wiley scrunched up his eyebrows. "I'm not letting a little girl show me up."

"So don't let her." Knock Out said, popping his trunk.

Wiley cautiously looked inside and saw a funny looking tiny device.

"Put that behind your horse's ear before the race, and I guarantee you'll smash her into the ground."

Wiley took the device, flipped it and grabbed it with his hand. "I'll take it. You don't seem so bad after all, kid."

Wiley left Knock Out.

Knock Out, seeing his plan so masterfully executed, chuckled. "Heheheh..."

* * *

Ratchet brushed his browplates over the sensors readings meticulously, still intent on finding any trace of Twilight Sparkle.

_Squeal._  
_Chirp._  
_Chitter!_

"Will you keep it down? I am trying to work!" Ratchet gestured to the computer, but he saw that no one in the room was making any movements. He looked back and forth between them.

Fluttershy delicately, quietly squealed and pointed at the ceiling. Ratchet tilted his neck upwards to see Bob clinging to the ceiling, making noises and fidgeting about.

"Fluttershy, can't you get him to calm down! ?"

"He needs to go out!"  
Ratchet threw his head backwards and blinked at Fluttershy. "...What?"

"Bob's got Cabin Fever! It happens to animals who are cooped up for too long."

Ratchet gave a disbelieving look, but scrunched up his shoulders in agitation when Bob let out a shriek. "Fine! Bob can... go out!" Ratchet punched in the first set of coordinates that came to mind and opened the GroundBridge. "Just go with him, and make that none of the humans see you!"

"Oh thank you!" Fluttershy floated up to Ratchet's head and gave him a quick smooch on the cheek before calling Bob down. "Bob! Ratchet says we can go out!"

Bob dropped from the ceiling and landed on his feet, the force of his fall causing everypony to stumble in their places before following Fluttershy through the GroundBridge.

* * *

Fluttershy fluttered out of the Bridge and examined her surroundings before the Bridge closed behind her. She was in a dimly-lit forest, and she would've buckled under the creepiness if she didn't have her original reason for being here still in her mind. "Errr...Come on, Bob, let's go somewhere less creepy."

Rather then the affirmative chitter she was expecting, Fluttershy got a loud, echoing roar that made a bunch of crows took off away from thier roost on the canopy. Fluttershy turned to Bob. "Bob? Is something wrong?"

Bob chirped, shrugged, and threw his claws into the air.

"That wasn't you?" Fluttershy questioned. "But if it wasn't you, who was it?"

The flutter of copter blades caught Fluttershy's attention, and she looked up.

"Airachnid!" Steeling herself, Fluttershy got on Bob's hunched back to pursue the Decepticon. Bob stepped forward and crushed a branch beneath his foot, the snap causing Fluttershy to squeal and curl up in defense.

* * *

Ratchet stood there, unsure whether to feel proud he'd had gotten a pony as shy as Fluttershy to touch him in such a matter...or feel ashamed an organic had touched him in such a manner.

He settled on the second one.

"BLAGH! UGH! GROSS! I'll probably get Pony Cooties now or something!"

"There ain't no such thing as cooties, Pony or other' wise!" Applejack shouted from her spot.

Ratchet ignored her and resumed his scanning for signs of Twilight.

"Hmm?" Ratchet said, noticing something. "A high-frequency signal..."

"With an embedded message." Arcee finished for him, rolling her optics.

"Well, yes." Ratchet began to carefully read over the message's contents.

_Would you let me see my friends, please?_  
_-Twilight Sparkle_

Ratchet beckoned Optimus over. "What do you think, Optimus?"

The wizened Prime 'Hmm'ed. "I am wary. Twilight Sparkle is offering us a chance to prove our good intentions to her, yes...But Starscream and MECH have been nothing short of meticulous in their efforts to convince Twilight of their heroic intentions."  
Ratchet re-opened the Bridge, Bumblebee and Arcee arming their blasters for anything that Twilight would bring that shouldn't be in there.

Twilight Sparkle stepped through, and Ratchet didn't let the Bridge stay open a second longer after that.

"Twilight!" Applejack and Pinkie cried, rushing over to embrace their friend.

"Girls!" Twilight cried back, returning the embrace. "I missed you!"

"Yeah, we missed ya too..." Applejack said, before she and Pinkie drew away uncertainly.

Twilight frowned. "What's wrong?"

Applejack gestured to her own Cutie Mark.

"Huh? Oooh!" Twilight exclaimed, taking another glance at her own Cutie Mark, which was still slightly aglow with Dark Energon. "Yeah..."

"If you will come with me, Twilight..." Ratchet stepped forward. "I will remove the Dark Energon from you."  
Twilight gazed uncertainly at Ratchet, then to her friends, who nodded. "It's O.K. Twi'. Ratchet'll treat ya right."

"...Will you come with me?"

"Of course!"

Ratchet herded Twilight to the RC Chamber, Pinkie and Applejack behind her.

* * *

Rarity wasn't quite fast to outright outrun Wheeljack's rubber on her own legs, but she quickly used her magic to levitate herself on top of the crates and jumped off onto another one.

"Hah! I'd like to see the Autobot that could keep up with my excellent use of unicorn magic!"

Wheeljack stopped, transformed into his robot mode and examined the distance between between him and Rarity. He could actually quite easily jump onto the crates himself...  
But the Wrecker decided converting his arms into their vaccum-like blaster modes and firing at Rarity like she was a can on a shooting range seemed more fun.

Rarity galloped across the crates and tried her earpiece again. "Hello? Rarity to base. Requesting GroundBridge! There's an Autobot here who seems rather bent on trying to destroy me! Hello?"

She was actually teetering away from the range of Soundwave's jamming signal, but that might not have been such a good thing...

* * *

Twilight lingered behind her escort party, as she heard the static of the Autobot's communications panel.

"_Rarity...base...Bridge...Autobot...bent...destroy. ..hello?_"

"Autobot?" Twilight questioned.

Optimus exchanged worried looks with Bumblebee and Arcee. "We have yet to hear back from Bulkhead since he last left. Bumblebee, accompany me." Optimus punched in the coordinates that Bulkhead and Rarity were sent to and pulled the lever. Twilight leered at them suspiciously as they left, the Bridge closing behind them.

Arcee raised an eyebrow at Twilight's lingering. "You know, when you stay behind people like that, it look suspicions."

Twilight nodded her head, but gave Arcee a dirty look before rushing to rejoin her party.

* * *

Optimus and Bumblebee stepped out of the Bridge to met with crates, Soundwave atop the crates, and an unconscious Bulkhead.  
Bumblebee readied his blasters. Soundwave, sensing he'd been discovered, transformed into his vehicular mode and rocketed off.

Bulkhead groaned, sat up and rubbed his head. "Urrroogh...what happened?"

Optimus look to Bulkhead, then to Soundwave's fading silhouette. "We were hoping you could answer that, Bulkhead."

"Uhh..." Bulkhead scratched his chin, trying to recollect the events. "Uh..me and Rarity got here, Wheeljack started trying to run Rarity down, and then something knocked me out."

Optimus narrowed his eyes or optics or whatever at Soundwave. "It seems likely, then, that Wheeljack's call for help was a false message sent by Soundwave in an effort to lure Rarity here so that Wheeljack could exterminate her for him." Optimus put his finger to his head. "Wheeljack, cease whatever it is you're in the process of doing right now! You have been deceived! Wheeljack? Do you copy?"

_B-beep-beep Bleeep doodoodot whooo._

"Perhaps, Bumblebee...If that is the case, we must apprehend Wheeljack manually before he causes harm to Rarity. Autobots, roll out!"

Rarity continued galloping across the crates, jumping every so often to dodge one of Wheeljack's closer shots.

"Give it up, pony! You can't gallop forever!" Wheeljack shouted.

"Perhaps not, but at least I don't go prancing about shooting poor, helpless mares!" Rarity retorted.

"Oh, I see. Insults, huh? Well, two can play that game! Your horn is short!"

"That's hardly an insult so much as a fact!" Rarity replied dignifiedly, jumping off the side of the crates she was on to hide behind them, but also to try to work her magic on them.

"You can run, but you can't hide!" Wheeljack yelled, climbing over the row of crates he was behind, casing him to located between the two rows.

"Come on, come on, come on!" Rarity pleaded, her horn alight and the very corner of one the crates glowing, affected by her magic, but not completely. "Oooh...this kind of heavy lifting is really Twilight's forte..."

"And you know something else?" Wheeljack asked rhetorically. "I really..._don't_...like your mane."

Rarity's jaw dropped, and her eyes widened. "Ooh...It. Is. So. On." Focusing her horn so intensely that it started glowing in layers, the entirety of the crate she was trying to move then was completely engulfed by her magic, and she slid across the ground at Wheeljack, who yelped in surprise as the crate slammed against another one, causing yellow friction sparks and sandwiching him between them. Rarity seized the moment to run away.

Wheeljack, seeing her running, growled and pushed the crate off him. He jumped on the second row of crates and began firing down on Rarity for a good while before jumping off and transforming to pursue.

By now, they were at the loading deck's edge, close to the water. Rarity let Wheeljack tail her for a bit before swerving towards the edge. Wheeljack followed, doing a swerve of his own. Rarity jumped at the last minute and rolled off Wheeljack's roof just before the Wrecker went over the edge and into the water.

Wheeljack reached his hand out to grasp the ledge so he wouldn't sink, then pulled himself up all the way. He aimed his cannon at Rarity, who was smirking.

"What are you so smiley about?"

Rarity pointed behind him. Wheeljack turned around to see a tower that had all but one leg snapped in half, and the remaining leg was held up by only...

Rarity's magic.

Allowing her grip on the tower to fade, the tower came crashing down on Wheeljack, and she galloped away. Wheeljack grunted and kicked the tower, then climbed to his feet. "That's it, pony! Time for my signature!" Wheeljack reached into his hip and pulled out what looked to Rarity like a Cybertronian lantern, save for the pull ring and the light bar being replaced by green liquid. "One grenade, one shot-"

"JACKIE NO!"

Bumblebee and Bulkhead pulled up besides Rarity, while Optimus went flying over her and rammed Wheeljack in the chest with his large truck mode-hood.

"I apologize for the forceful greeting, Wheeljack..." Optimus apologized, transforming into robot mode and offering Wheeljack a hand. "But it was the only thing I could think of to stop you from making a grave mistake."

"Grave mistake?" Wheeljack questioned, reluctantly taking the hand. He looked at Rarity, confused by sight of the Autobots he recognized flanking Rarity.

Rarity threw her nose into the air and huffed. "Hmmph!"

* * *

"So, how does this work?" Twilight asked Applejack.

"First, I will pull the splinter of Dark Energon out of your Cooties Mark-" Ratchet answered.

"Cutie Mark." Pinkie corrected.

"Right, Cutie Mark. Then I will subject you to Energon radition for an extended period of time to cleanse the Dark Energon's residual corruption, then after that is done, I will take a blood sample to ensure the procedure was effective."

"Wait, you're going to expose me to Energon?" Twilight exclaimed.

"It's O.K., Twi'." Applejack assured her. "He makes sure to treat us for the Energon afterwards."

"And what does that entail?"

"Uh...mostly just making sure we don't do anything while we wait for it to wear off."

"That's reassuring..." Twilight muttered, not entirely convinced that could be a effective procedure. They had reached the operating room by now.

"Now, where did I leave those tweezers?" Ratchet wondered aloud, pulling up a tray of medical tools.

Twilight backed away from her friends, the ominous radio call still in her mind. From her distrusting perspective, the call was suspicious itself, and Optimus and Bumblebee leaving looked like they were trying to finish whatever unsavory job the unknown Autobot was trying to do her friend.

Making sure her friends didn't see her, Twilight shot a beam out from her horn at one of the other medical tools still laying on the table. It jumped up into the air and landed the tray Ratchet was holding, startling the Medi-bot and causing him to drop the tray.

"Ahh...ahht...I NEEDED THAT!" Ratchet bellowed at whatever invisible spirit that did that.

Applejack and Pinkie rushed over to help Ratchet sort through the spilled tools, giving Twilight ample opportunity to spew pink mist from her horn, which wrapped around her body and made her shimmer before disappearing, leaving her looking like nothing happened at all.  
Applejack raised her head to look at Twilight. "Y'all still in one piece there, partner?"  
Twilight opened her mouth to say something, but only a small gasp of air came out. The unicorn gestured her hoof to her throat.

"Dry throat, huh?" Applejack asked. "Hang on, I'll get ya some water."

Ratchet raised his head. "We don't keep water in the base."

Applejack pursed his lips, and though to Raf's earlier offering of hay bales. "Maybe Raf will have some?"

Ratchet shrugged. "Probably couldn't hurt to ask..."

Applejack put her hoof on Twilight's shoulder. "Y'all wait right here. Ah'll be right back." Applejack galloped out into the hallway, but had barely gotten any further when she heard what sounded like a garage door opening.

"What's going on? Ah'll warn ya, Ah don't take kindly to varmints!" Applejack ran off to investigate, but she found nothing the way she went. So she decided to visit the control room...

A startled noise, then a very loud noise and flash of light gave Ratchet and Pinkie cause for alarm.

"What's going on?"

Ratchet look to Pinkie, then to Twilight. "...Hmmm." Ratchet turned his right arm into it's blowtorch configuration, then approached Twilight.

"Ratchet?" Pinkie asked fearfully. "Ratchet, WHAT ARE YOU DOING?"

Ratchet brought the sparking tip of his torch down on Twilight, who shimmered for a moment, then faded into pink mist that evaporated into the air.

"A hologram...or something." Ratchet noted. "Come on!"

Ratchet ushered and rushed Pinkie Pie along with him into the main room to be met with a startling sight.

Arcee, Jack, Raf, and Applejack were laying on the floors, comatose. Twilight stood in the center of the room, a wrecking ball made out of white lightning arcing out from her horn.

"Twilight!" Pinkie exclaimed. "What's going on?"

Twilight swung the lightning ball back and forth in an intimidating gesture. "Stay back! You're brainwashed!"

Pinkie raised an eyebrow. "Brainwashed?"

"Yes!" Twilight snapped. "That RC Chamber? Brainwashing machine!"

"Oh, please." Ratchet sulkily crossed his arms. "If I made a brainwashing machine, it'd be something far more effective and _portable_ than the RC Chamber!"

"Twilight, I'm not brainwashed!"

Twilight bounced the wrecking ball. "That's exactly what a brainwashed Pony would say!"

Ratchet scratched his chin. "Twilight Sparkle, if a brainwashed pony would say they're not brainwashed, and a non-brainwashed pony would say they're not brainwashed, then how would you know if they're really brainwashed or not? It's a Morton's Fork scenario!"

Twilight sneered at him. "Don't try to confuse me with your word problems!"

Ratchet and Pinkie looked at each other, then to Twilight. Ratchet raised his hands into the air. "Calm down, Twilight Sparkle...we're not going to-"

"Do anything!" Twilight snapped, her breath heaving. "You're not going to do anything, or I'll use this!"

Ratchet grimaced while Pinkie frowned and bit her lip. Twilight's horn began glowing purple, and the GroundBridge terminal was engulfed in the same glow. The terminal began moving and bleeping, no doubt being guided by Twilight's magic. The GroundBridge opened, and Twilight began backing into it, before turning tail and galloping directly into, the Bridge closing behind her.

"Scrap it all." Ratchet swore. "Pinkie, make sure Applejack and the kids are all right while I tend to Arcee..." Ratchet walked over to Arcee and knelt down by her while Pinkie did the same to Applejack.

"Unconscious." Ratchet declared. "But not seriously injured."

Pinkie put her hoof on Applejack, then noticed the computer screens showing a funny image. "Hey, Ratchet, what does that mean?"

"What does what mean-? Oh...no. " Ratchet said as he examined the computer readings.

* * *

Miko strapped Rainbow Dash's saddle on uncertainly. "Are you sure you can do this, Rainbow Dash?"

"Yeah, yeah, yeah! It's a race. I do races. What makes you think I can't do this?"

"Ever since you met Quint and Ironhooves, you've been kind of...spaced out."

Before Dash could object, the excited voice of the race announcer rang through the stadium.

"_Attention, racers!_" said. "_The race is about to begin. Take your starting positions within ten minutes or you will be consider absent!_"

"See you on the track, Nakadai...and you, 'Crash' of Rainbow!" Vince mocked as he and quint rode by.

Dash reared up to attack Vince, but Miko wrapped her arms around her. "No, don't! You'll be exposed! Besides, didn't you hear what the announcer said? The race is about to begin. We'll have every chance to grind him into the dirt."

Miko and Rainbow Dash took their place in the racing stall as the announcer began announcing the riders and their names.

"_First up, we've got Lieutenant O'hara , taking a nice break from her military activities after being branded a renegade for so long,and her white horse, William the Black! I don't even want to know what she was thinking when she named it that. Second, hailing all the way from Griffin Rock, Professor Anna Baranova and her horse, Methane! Third and fourth, Jasper racers Vince and Fast Wiley on their horses, the derpy-looking Quint and the imposing Ironhooves! And coming in just a few seconds tardy, it's Miko Nakadai and her Australian horse, Dash of Rainbow!_"

Vince shot Miko a dirty look. "You're going down, Nakadai." Dash snarled at him.

Miko stuck her nose in the air and huffed. "Sierra will never date you after Dash and I own you and Quint in this race!"

Outside the stadium, Knock Out eagerly listened to the announcer with his radio.

"_Racers at the ready...three...two...one...GO!_"

A gunshot audible for miles announced the start of the race. The gates of the racers' stall opened and the horses came flying out.  
Dash lingered behind William the Black, something which caught Miko's attention.

"Dash! What are you doing?"

"Um...um...It's Quint!" Dash sputtered. "I think I'm in love with him! If I win the race, will I impress him or make him made at me for losing?"

"If you let Quint win, you let Vince win!"

"...Right." Dash picked her up pace and began blazing past the other horses. She was still one of Equestria's fastest Ponies, even if she couldn't use her wings.

* * *

FRIENDSHIP IS MAGIC: PRIME SOUNDTRACK  
Song 4: Racing!  
Genre: Country Rock.

Length: Medium-Short (0:50-1:20)  
Performers: Background singer. (Female, solo.)

We're racing...

We got humans on our saddles all anticipating...

I'm not from this world, but I'll still jump through these weird-o hudles of yers...

(SFX: Sounds of hooves passing Dash, mud, Vince making obscene gestures.)

(Music picks up in pace)

Now listen here, you colts,

I'm fast enough to beat you if I'm fast to fly with the Wonderbolts.

My name is Rainbow Dash,

and all of y'all are gonna finish dead last!

My hooves are fast enough to beat you!

My skill's are a match for you,

and to top it all off, I'm preeetty too!

You're all big and strong and buff,

and maybe you're just a little tough-er then me,

But

I-I-I-I-I-I am lean, weather-making, hay-eating, race-winning, Equestrian macchiiiine!

* * *

Vince's jaw dropped and motioned Quint. "There is no way that that is a normal horse! Move faster!" Vince didn't notice Quint looking hesitant.

"So, Lieutenant 'O' Hara," Miko greeted friendily as Rainbow came up to besides William. "Are you enjoying the race?"

'O' Hara smiled and chuckled. "Are you?"

"Yeah!" Miko shouted as Dash moved up the track to besides Fast Wiley and Stormsplinter Ironhooves. Miko waved mockingly at Wiley before Dash moved up in front of Ironhooves, putting them in first place.

Wiley snarled, pulled out the device he had gotten from Knock Out and put it behindIronhooves' ear, as instructed.

Outside the stadium, Knock Out laughed as he transformed into his robot mode and pulled out a remote. "Time to start the show..." He pushed a button on yelled in surprise as electricity sparked out from the device. Ironhooves stopped suddenly.

"Hey! What are you doing, you mule? The little girl is passing-WHOA!" Ironhooves began bucking to and fro until Wiley fell off him. Then the imposing gray stallion resumed galloping until it was side-by-side to Dash.

"Hey, what's going on?" Miko asked, confused by Ironhooves' lack of a rider.

At Knock Out's remote control command, Ironhooves rammed in Dash, making her stumble.

The crowd let out a gasp, and the announced began commenting. "Well, here's a twist for ya, folks! Not only has Ironhooves abandoned his rider, he now seems to actively trying to attack his competitor!"

"Miko, get off!" Dash shouted after Ironhooves charged her again.

"What?"

"I can't fight him with you on my back like this!"

Miko bit her lip in uncertainty, but relented. "...O.K." She got up, stood on Dash's back, then jumped off.

Dash swerved in front of and turned around to face Ironhooves.

"All right, Copperhooves, let's-" Dash's taunt was cut short by Ironhooves bucking her in the chest, knocking the wind out of her. By now, Baranova and the Lieutenant had stopped their horses, but Vince pressed onward, taking advantage of the distraction. The Announcer continued, undaunted.

"_It would seem, folks, that rather then a horse race, you're getting some sort of...equine boxing match or something!_"

Lieutenant O' Hara pulled out her cell phone and dialed a number. "Hello, dispatch? Lieutenant Shannon 'O' Hara here. Get animal control to my current location, A.S.A.P."

Thankfully, an animal control van was in a close enough distance to the arena, presumably on the way from another call, to immediately rush to it with their siren's blazing.

"What?" Knock Out asked, alerted by the sirens' noise. "Animal Control? Oh no, we can't have that, now can we?" Knock Out pulled out his Energon prod, twirled it, then threw it like a javelin at the van. The prod hit the van dead-on, electrocuting it and its occupants and bringing it to a stop.

Dash whinnied and reared up, Ironhooves did the same and 'punched' Dash in the midsection with his front hooves, bringing back down on all fours. Dash grunted and snarled. Ironhooves turned around and smacked her in the face with his tail. Dash snorted and scraped her front hoof, not yet ready to surrender. But what happened next shocked everyone.

Ironhooves launched his snout forward and bit Dash in the chest as hard he could, which was hard enough to spill blood, leave a hole in the left side of her chest, cause enough pain that Dash ceased being able to stand, and she collapsed to her sides.

The audience gasped.

Vince and Quint passed by Ironhooves and Dash, but Quint stopped suddenly.

"Hey, what are you- oh no, not you too!" Believing that Quint had been afflicted by whatever was making Ironhooves go nuts, Vince jumped up off him.

Ironhooves reared up, ready to bring his hooves down on Dash's head and end her, but Quint tackled his side, causing him to stumble. Ironhooves leered at Quint murderously, whinnied at him and reared up again. Quint bucked Ironhooves in the midsection, then while he was down, Quint put his front hooves on top of Ironhooves' head and used it as leverage point to jump on top of Ironhooves, then buck the gray stallion in the back of his head, knocking him out.

"_I don't believe it, folks! One of the other rider's horses came to Dash of Rainbow's aid! It's like watching some sort of Pony Romance Novel or something!_"

Through the remote, Knock Out could tell his 'loaned' horse been somehow incapacitated. He shook his fists in anger at the failure of his scheme, tossed the remote outside, transformed, and drove off.

Dash looked up in awe at Quint, who was standing over the unconscious Ironhooves. "Quint? You...you saved me?"

Quint nodded, then lowered himself and used his snout to help Dash to her hooves.

"Oh, Quint...have I told you that-" Dash was interrupted by Quint licking her ear.

"Quint? You...do you-?" Dash trailed off, and Quint wrapped his neck around hers in a nuzzle. Dash returned it.

The audience let out a collective 'D'aaaawww!'

Miko stuck her tongue out in disgust, but seeing how happy Dash was, put it back in her mouth.

Fast Wiley got up and tried running towards the exit, but O'Hara grabbed him by the arm.

"Sir? I am bringing you down to the station for questioning."

Wiley looked at O'hara's wrist. "All right.._.ma'am!_" Wiley emphasized the last word by raising his fist and swinging it at O'hara's head, but O'Hara ducked and proceeded to, quite frankly, own him.

"You shouldn't have done that. Now you're under arrest for assaulting a military officer."

Dash and Miko watched smugly as O'Hara slapped handcuffs on Wiley and wheeled him out the stadium. "Serves you right, jerk!"

Shorty afterward, Quint came up to them and used his mouth to wrap Dash's fake bandages around the real wound in her chest.

"Quint, stop! You're gonna-" Dash then noticed that Quint had carefully

"Hey...Miko?" Dash said uncertainly.

"Yeah?"

"Please don't tell anypony I'm dating a Earth horse."

Miko giggled. "Oh, you don't have to worry about that, Dash. If Ratchet found out I took you to an Earth stadium, he'd have a fit."

As if one cue, Dash's earpiece started beeping. "Rainbow Dash here. You got a problem?"

"_YES!_" Pinkie screamed from the earpiece's other end.

* * *

"Soundwave, huh? Makes sense, I guess." Wheeljack grunted as Optimus and Bulkhead concluded thier story.

"As for you," Wheeljack said, turning to Rarity and offering a finger or servo or whatever. "I guess I owe you an apology."

"Too right you do!" Rarity quipped. "I mean, honestly. Do you realize how sweat that running must've caused? I'll be bathing for hours!"

Wheeljack raised a browplate at Bulkhead. "She always like this?"

Bulkhead shook his head. "Oh, you have no idea."

A _clic-clic_ sounded out from Optimus' head. "What it is?"

"_Optimus_," Ratchet said gravely through the comm-link. "_We have a situation, and I must request all units._"

Rarity tilted her head. "All units?"

"Yes, Rarity." Optimus answered. "Ratchet has requisitioned the usage off all availbe units." Optimus looked upwards wistfully as a GroundBridge opened up in front of them. "I can only imagine what the issue could be."

* * *

**Author's Notes**

**Fearstorm is from an licensed comic. But his appearance is different here then in there. There, he's just an abnormally large car-Vehicon. Here, he's the Takara- exclusive Arms Micron Jet Vehicon... with the addition of battle-scars, of course.  
**

******Breakdown's shoulder-mounted quad-Gatling gun given to him by Dreadwing is also from a licensed comic, but it's a different one then the one Fearstorm is in.**

**There was more in this chapter, but I decided to split it up in two. So you'll be treated to a double-dosage of chapter updates when this one goes up!  
**

**And now that a character from the same series has appeared, I feel I can hide it no longer. Adam is Adam DeCrobray, having round what remained of Cobra and thrown his lot in with MECH after the events of the GI Joe: Renegades episode 'Revelations Part II"**

**Edit: July 18 2012: Added a quote to the episode name.  
**


	7. The Demolished Man

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

All units apparently meant _all units_, as Rarity had to very reluctantly walk side-by-side with Wheeljack through the GroundBridge, and Ratchet still wouldn't explain what was going until Rainbow Dash and Miko stepped through.

"Rainbow Dash?" Rarity questioned, noticing a few droplets of blood on Dash's chest and the bandages. "What happened?"

"Nothing happened!" Dash snapped quickly and defensively.

"Rainbow darling, I wasn't accusing you of anything!"

Ratchet cleared his throat for silence and pushed a comm button. "Fluttershy, I've requested the assistance of all units. That includes you and Bob. Do you copy?"

"_Oh...um...copy!_" Fluttershy squealed through the comm, clearly not being used to talking to ponies in such a distant matter. "_But, um...me and Bob found Airachnid, and we think she's up to something, so...can we get back to you?_"

"All right then." Ratchet cut off the comm, turned to his gathered audience and pushed another button.

"The Polarity Gauntlet." Ratchet explained. "Its magnetic pull is enough to push even we Autobots back. To Cybertronians, whoever wields this weapon is virtually untouchable."  
Ratchet pushed the button again, and the screen then showed what seemed to be an Energon prod of a different model then Knock Out's. At least in appearance.

"The Immobilizer. A staff which shoots off disabling blasts that puts the target in stasis lock. It delivers a cruel fate to those unlucky enough to be affected by its touch."

Ratchet pushed the button once more, and the screen displayed a runic-looking detailed thingambob that looked like it came from sort of Cybertronian equivalent to Egypt, what with the green-blue lines running down it's front.

"And the Spark Extractor... a veritable bomb, when activated, it pulls out the Sparks of every Cybertronian in range and stores them to be disposed."

Applejack raised a hoof. "Sorry, Doc, but what's a Spark?"

Ratchet was spared having to explain what a spark was by Miko speaking up. "Basically think of it like a Cybertronian heart-soul thingy."

Applejack nodded. "Spark Extractor steals Cybertronain soul-hearts. Got it."

"All three of these items are deadly weapons, all forged by Decepticon claws..." Ratchet continued. "and all currently in possession of Twilight Sparkle."

"What?" Rainbow exclaimed, flabbergasted at the notion her friend would steal. "No! Twilight wouldn't do that!"

Optimus tromped over to Rainbow Dash, crouched down and wrapped his fingers around her chin comfortingly.

"Rainbow Dash, I know it can be hard to accept when those close to you act out of character...But Dark Energon is a powerful substance, and it has turned many good Autobots into worse things then thieves. Irregardless, if Twilight Sparkle has the weapons, my concern lies not with her usage of them...but that of the Decepticons."

The Ponies stared at Optimus, confused.

* * *

"So it seems that both of you have failed in your efforts so far..." Megatron lectured Knock Out and Breakdown, who were kneeling in the bridge.

"For what's it worth, Lord Megatron, I had _almost_ took the Spark of Rainbow Dash when that blasted Quint came to her rescue..." Knock Out excused his failure.

Megatron's menacingly approached Knock Out. "Knock Out, Knock Out, Knock Out...none of the Decepticons' accomplishments were achieved with an _ALMOST!_" Megatron belted Knock Out against the railing. "HOW HARD CAN IT BE TO ERADICATE ONE SIMPLE PONY?" Megatron was about to continue when Soundwave came into the room.

"What is it, Soundwave?" Soundwave took this to be permission to approach and walked up to Megatron to display the energy signatures he was detecting.

"Ahh, yes..." Megatron said, apparently calmed by the contents of Soundwave's screen-face. "I recognize these signals. Knock Out, Breakdown! You may have failed to properly exterminate any one of the Ponies, but this is something you have had prior success in." Megatron flashed a toothy smirk while Knock Out and Breakdown exchanged confused looks.

"Eh...what's something we had prior success in?" Breakdown questioned.

"I am, of course, referring to your invaluable role in the retrieval of the Forge Of Solus Prime." Megatron mused.

"Oh, yeah. That."

* * *

_"Eight, sir; seven, sir;  
Six, sir; five, sir;  
Four, sir; Three, sir;  
Two, sir; one!_

_Tension, apprehension,_  
_And dissension have begun."_

**Friendship Is Magic: Prime: Act III**

**Chapter VII: The Demolished Man  
**

**Episode Synopsis: The Scrap hits the fan, man.  
**

* * *

Twilight Sparkle galloped across the Nevada plains, the Decepticon weapons levitated above her with her magic and her hairs billowing in the wind.

She signed to herself. "This plan has all gone straight to Tartarus..." She lamented as she came to a depressed stop. "My friends have been brainwashed...I'm sure of it."

Her moping and wallow ceased as jet engines and copter blades became audible.

Vehicons began descending and approaching, and amongst them were what Twilight thought to be new 'Caste' of Vehicons, as they were jet Vehicons that instead of the normal purple were a light purple, a dark blue, and a gold-green color, along with vastly different in body structure thin, wispy helicopter ones that were so slim Twilight might've mistaken them for females. They were also big, bulky ones that turned into tanks with large shoulder cannons and pincer-claws. Fearstorm was also present.

A GroundBridge opened up behind her. Knock Out and Breakdown drove out and transformed into their bot-modes. Megatron himself stepped through as well, imperious and intimidating as ever.

Twilight huffed and took a battle ready pose.

"Twilight Sparkle," Megatron sneered. "surrender to me my weapons, and I will let you pass unharmed."

"Your weapons?" Twilight asked confused. "But...I took these from the Autobot base."

"And the Autobots took them from me!"

"That's unfortunate..." Twilight remarked. "But I don't see that as a valid reason for me to give them back to you...especially not when they could prove invaluable to MECH's research."

"Perhaps _this_ would be a good reason!" Megatron and the Decepticons opened fire. Twilight did a bunch of Dark Energon-enhanced acrobatics and eventually found an opening to gallop off into the distance, when suddenly she felt a burning tinge in her flank.

Megatron's symbol began glowing, and he clutched at his chest in surprise. "So...Celestia's prize pupil still contains Dark Energon within her. ERADICATE HER!"

Megatron, Knock Out and Breakdown transformed and drove after Twilight, but Fearstorm and the other Vehicons were distracted by another GroundBridge opening and all six of the Autobots, as well as Rarity, Rainbow Dash, Pinkie and Applejack coming through.

"Autobots, attack!" Optimus commanded. Bumblebee, Ratchet, and Wheeljack transformed on the spot and opened fire while Optimus himself, Bulkhead and Arcee swerved around to chase Twilight. Rainbow Dash flew up into the air and began taking potshots with the MECH rifle she had procured, while Pinkie fired her party cannon and Rarity began shooting blue lasers with her horn, her coiffured tail bouncing from the recoil. Applejack just romped about, bucking the Vehicon's feet out as she went along. Wheeljack and Fearstorm engaged in fisticuffs, while Ratchet used his blowtorch like a flamethrower on the tank Vehicons. (The medic also seemed to be enjoying the burning just a little _too_ much for comfort, as he kept laughing uncontrollably.)

Up ahead, Twilight Sparkle was quickly flanked on all sides by a combination of Megatron, Knock Out, Breakdown, Optimus, Arcee, and Bulkhead, each with their blasters armed.

"Twilight Sparkle," Optimus demanded. "Leave the weapons on the ground before they can be used to cause harm."

Twilight narrowed her eyes at Optimus. "Too late for that!" She levitated the Immobilizer and aimed it at Optimus, but Arcee shot it in half before it could be fired.

Breakdown converted both his arms into hammers, jumped into the air and attempted to land them on Twilight. Twilight rolled out of the way and floated Breakdown away from herself with the Polarity Gauntlet.

Knock Out did the same thing, with the same result. Breakdown got his quad-Gatling gun and aimed it at Twilight, but she used the Polarity Gauntlet to weld it to his mesh. Breakdown actually used this to his advantage, as he was now capable of firing it hands-free. Twilight, realizing her mistake, shot a laser blast from her horn and destroyed the gun. Breakdown lamented its passing.

"Aw man! Dreadwing trusted me with that!"

Optimus unveiled a new trick of his. His back panels swung open like a pair of double doors, and a battery pack whirred out from them. The battery pack then unfolded into two six-barreled Gatling guns positioned over his shoulders which he fired.

Megatron fired his cannon at Twilight, who dodged all incoming blasts with her D.E. aerobics. Megatron and Optimus unsheathed their blades and charged at Twilight, only for her to fuse the two bots together at the arms.

Megatron and Optimus exchanged glances, confused as to what to do next. Megatron 'offered' the suggestion of flailing Optimus about from his arm like a entangled ball-and-chain. Optimus did best to fire what shots he could from his abnormal position. Twilight, deciding that Optimus was a harder target flailing from Megatron's arm like that, De-polarized them. Bulkhead charged at Megatron with his wrecking maces and Arcee jumped on the Decepticon in her cycle mode, distracting him and leaving Optimus and Twilight to duke it out amongst themselves.

Optimus withdrew his shoulder-guns and and converted his both his arms into blades. Breakdown readied his shoulder rocket launcher and fired it. Optimus batted the rocket with his swords like a tennis ball, causing it to hit and blast Knock Out and Breakdown, essentially ensuring that Twilight's and Optimus duel was one-on-one.

Twilight began charging pink energy from her horn that split off into two globules that were connected to her horn by an extremely small wispy, line of energy lightning that was so thin it was invisible from certain angles. The two globules began getting slimmer and thinner until they formed two blades of energy without hilts. She and Optimus engaged in a epic sword fight, pushing the other one's blades back, blocking them, forcing them off the each the persona of the other, jumping into the air and doing a lot of the unnecessary, flashy jumping and twirling that Cybertronians are known to do in sword fights. This continued for quite some time, until Optimus dropped to the ground in a common baseball slide maneuver and fired his Ion Blaster at the unprepared Sparkle. Twilight was blasted backwards onto her side, her energy swords dissipating into the air.

Optimus stood imposingly over Twilight and began charging his blaster as he did during their last confrontation. It seemed to draw in ever more power then last time, as the blue sphere formed on the gun's barrel was crackling with electricity and letting off the glare seen when someone looks directly at a flashlight.

"Twilight Sparkle, I will offer you more chance to surrender."

Twilight weakly lifted her neck up and looked at Optimus somberly. "Speak up, Optimus...I can't hear you over the _static!_" Twilight shot white lightning from her horn at Optimus' gun, electrifying the Prime. Twilight maintained the electricity long enough for conductivity to do it's work, and Optimus' glowing bits ceased glowing, and he fell onto his back.

"OPTIMUS!" Arcee screamed. Megatron seized the moment to grab her by the head and smack Bulkhead with her body, knocking them both out. Megatron tossed Arcee aside and jumped at Twilight with his blade raised.

Twilight panicked and tried to use the Polarity Gauntlet to push him back, her magic picked up the Spark Extractor instead.

"NOOOO!" Megatron screeched at the Extractor's activation.

The Spark Extractor began glowing, and streaming tendrils of blue energy topped with three bird-like claws made their way out from it. A tendril went into the chest of every Cybertronian present. Twilight looked on with a mixture of wonder and horror as Megatron's body, supspended in midair, was shaken and jostled from the tendril's assault.

Some distance away, the Autobots, Ponies, and Vehicons ceased fighting to stare in confusion at what was causing the intense blue light that was currently being cast off.

Megatron fell to the ground after the tendril yanked itself out of his chest, a small, blue, glowing orb in it's grasp. The other tendrils followed suit, yanking small, blue, glowing spheres from the chests of Knock Out, Breakdown, Optimus, Bulkhead and Arcee.

The tendrils drew back into the extracting, absorbing the blue spheres with them. The dark-colored lines on the Extractor's front began glowing a very vibrant light blue. Twilight examined the now-glowing Spark Extractor for a minute with a hoof to her chin.

"Pretty." She concluded. Then she teleported with the Gauntlet and Extractor in tow. (The remnants of the Immobilizer lay forgotten.)

The Autobots, Ponies, and Fearstorm's troupe marched upwards to the lifeless bodies.

"Lord Megatron?" Fearstrom asked with confusion.

"Optimus?" Applejack asked fearfully, crawling up to the Spark less Prime's face. "Optimus?"

Ratchet converted his blowtorch into it's normal configuration and cast a blue light from it's side that swept over the Autobots. "All vital signs functional, yet he's offline...Twilight must've activated the Spark Extractor...that's the only explanation."

Two GroundBridge's opened, and each side carried their respective wounded through them, silently agreeing not to take advantage of the others' vulnerability.

* * *

Fluttershy and Bob followed Airachnid for a good long while. The usually confident Decepticon seemed intent on not being found, and it came all too close one time too many when Airachnid turned around to make sure she wasn't being followed that Bob and Fluttershy just barely managed to avoid being found.

Finally, after what seemed like forever, Airachnid transformed and stood on a cliff that overlooked an abandoned Energon mine. She stood there for a moment, looking thoughtful, before jumping into the air and diving into the mine like a swimming pool.

Bob turned his head to look at Fluttershy. Fluttershy nodded, motioning for Bob to follow her. Bob charged and leaped into the air, following Airachnid's pattern. They landed on top of a small cliff within the mine.

Fluttershy whipped her head about. "Where's Airachnid?"

Suddenly the cliff they were on gave way and crumbled underneath them. When the dust from the rocks collapse had cleared, Fluttershy saw Airachnid, lying on an rock like an imperious queen with an Insecticon standing before her. The Insecticon suddenly approached the wall and drove his fist into the air, unveiling a huge clump of Energon. He grabbed the clump and started walking towards Airachnid.

"Yes, minion. Approach me." Airachnid said coolly. "Obey me..._worship_ me."

"Bob?" Fluttershy questioned, her head raised.

Airachnid took the clump of Energon from the Insecticon and rested besides. She chuckled darkly and pointed at Fluttershy. "_Do_ take of that pest for me, won't you?"

The Insecticon nodded, chirped and began stalking towards Fluttershy.

"Bob? What are you doing? Bob?"

Airachnid chuckled again.. "This isn't your dear, sweet, precious Bob, Fluttershy. Oh no. This is my pet, and the weapon that I will use to slay Megatron and take over the Decepticons."

"But..." Fluttershy's were starting to water. "but...I saved you from the Scraplet, didn't I, Bob?"

The rocks suddenly moved, and an Insecticon with a grey chunk it's leg came roaring out of the pile and lunged at Airachnid's Insecticon.

It took Fluttershy a second to realize that Airachnid was speaking quite literally.

Bob and Airachnid's Insecticon began grappling and banging their claws against each other.

"End him, my servant, and earn your queen's favor!" Airachnid shouted.

Fluttershy looked up at Fluttershy. "Why does the Insecticon obey you?"

"I control it." Airachnid explained. "Do you not control yours? After all, when I tried to control him, he got a headache..."

"That was you!?" Fluttershy exclaimed. "You gave Bob that headache?"

Airachnid nodded. "Yes, it was. Now answer my question...what is you do that ensures...Bob, was it? Bob's loyalty to you..."

Fluttershy scraped a hoof and nervously glanced at the warring Insecticons. "Well, I...I just be nice to him, mostly. Ponies will be nice to you if you're nice to them, you know? I feed him, clean him, and just ask him to do things politely. I would never make him do something he wasn't comfortable with."

Airachnid raised a browplate. "You just...ask? I just kind of...dominate its mind."

Fluttershy gasped. "That sounds awful!"

"Well, it's an insect..." Airachnid said, dismissing Fluttershy's qualm. "It operates as a hive member. It obeys only those stronger than it, and I am evidently stronger than it...at least in the thinking department."

Fluttershy looked at the grappling Insecticons, this new knowledge giving a different perspective on it. Bracing herself, Fluttershy started slinking away before going into a full gallop.

"Running away, Fluttershy?" Airachnid taunted before refocusing her attention on the Insecticon duel.

Bob and his opponent belted each other, causing them both to skid a distance away from each other. Bob revealed blasters in his arms. Turrent-like cannons that popped out of his forearm and with barrels that stood just slightly over his claw. Airachnid fired webbing at both of them, rendering them useless. Bob was distracted by the sudden web encasing long enough for the other Insection to deliver a brutal slash to his face.

"Yeeeesss..." Airachnid hissed, as her Insecticon began to gain the upper hand or claw or whatever. So wrapped up was she in the spectacle, she didn't notice Fluttershy snailing her way up to the Energon clump. Fluttershy wrapped her tail around the clump, struggled to lift it, and eventually pulled her tail taut and back.

"HEY AIRACHNID!"

Airachnid whipped around to met with a hurled Energon clump to the face. The clump shattered into a dozen pieces, one of which embedded itself into Airachnid's eye, and some of which smashed into her horns, cutting one off and bending the other.

Airachnid yanked the Energon splinter out of her eye and snarled at Fluttershy. Fluttershy flew up and bucked her in the head, causing a cracks to emit from a horseshoe-shaped dent in the side of her head. Fluttershy swept to the ground, rolled, and grasped one of the Energon splinters in her tail. Then, with ninja-like precision, she threw it at just such an angle that it cut the webbing off Bob's blasters.

"Bob! Upwards!" Fluttershy shouted. Understanding her perfectly, Bob shot at the ceiling above Airachnid, bringing it down on top of her and burying her underneath it.

Airachnid's Insecticon shrieked at its mistress' misfortune and lunged at Bob, but Bob knocked it out with an uppercut. With his opponent out, Bob approached Fluttershy and the rock pile. At Fluttershy's instruction, Bob swiped at the pile, knocking a few rocks off and exposing Airachnid's head, covered in Energon leaked from her injuries.

"Well?" Airachnid questioned. "You're the Element of Kindness, aren't you? Dig me out!"

Fluttershy leered disgustedly at Airachnid. "You think you deserve kindness, after...just...dominating that poor Insecticon's mind like that?" Fluttershy took in a deep breath and observed Airachnid's injuries.

Bob went over to the wall and tore out another clump of Energon and handed it to Fluttershy. Fluttershy wrapped it in her forelimbs and fluttered in front of Airachnid's head.

"What are you doing?" Airachnid questioned.

"Well, you're injured, you're part animal, and I'm kind. The kindest thing you can do to an injured animal...is put them out of their misery."

Fluttershy thrusted the clump into Airachnid's other eye, and drove it into her head.

* * *

_In Autobot Outpost Omega One..._

"_Ratchet?_" Fluttershy's timid voice asked through the comm. "_Requesting GroundBridge._"_  
_

Ratchet opened up the GroundBridge to met with a battered Bob and a very sober-looking Fluttershy with split Energon on her leg. Ratchet briefed her on the situation, but she didn't seem to hear.

Applejack approached her. "Fluttershy, you all right there?  
Fluttershy mumbled something.

"Beg pardon?"

Fluttershy mumbled again, louder, but still quiet.

"Could you speak up?"

"I KILLED AIRACHNID!" Fluttershy bellowed. Applejack, Dash, Rarity, and Pinkie covered their mouths with their hooves in shock.

"Good on ya." Wheeljack complimented. "That dirt-dodger's been dodging dirt on the Autobots for too long."

Fluttershy broke down in tears.

Wheeljack looked confusedly at Bumblebee. "Was it something I said?"

Bumblebee bleeped out that Fluttershy was sensitive, and that while he wasn't sure, he didn't think Fluttershy had killed anything before.

Wheeljack scoffed. "The last thing we need right now is a softie who can't stand to put the enemy down."

"HEY!" Dash shouted. "Murder is a serious thing, and Fluttershy doesn't do good with serious stuff!"

"Well, if you're gonna keep hanging around Prime's crew, you better get used to it!"

This escalated into a lasting argument, with Miko, Jack, the other Ponies, and Bumblebee all joining in until Ratchet shot a huuuuge burst of flame from his blowtorch.

"STOP IT, ALL OF YOU! Fighting each other isn't going to change anything! If we are to reclaim the Sparks, we need to move, and move fast!"

The Ponies and Bumblebee all looked down somberly. Wheeljack crossed his arms and huffed. Some semblance of order restored, Ratchet put his hand to his head in thought. "We need to cover ground, and a lot of it, and quickly...we have four ponies, three humans, and two Autobots...wait...human!" Ratchet pushed the communications button. "Agent Fowler, do you copy?"

"_I'm here, Doc._" Fowler's voice said. "_What do you need?_"

"To find a MECH base, and fast!"

"_On it._" Fowler saluted through the comm, not that Ratchet could see.

"I'm going with you!" Miko announced.

"Me too." Jack added.

They looked at Raf expectantly, and he hid behind his laptop.

Ratchet crossed his arms. "No. Absolutely not!"

"You took the Ponies with you last time! How is us going any different?"

"Rainbow Dash can fly and has a rifle, Fluttershy has an Insecticon at her disposal, Applejack is an incredibly strong athlete, Rarity has her unicorn magic and Pinkie..." Ratchet paused. "Is Pinkie."

"Bulkhead is my friend!" Miko shouted.

"Yeah, and Arcee is my partner!"

Ratchet opened his mouth to say something, but Rarity spoke over him.

"Ratchet, please. They wish to help their friends."

That seem to hit Ratchet hard, and he closed his mouth and looked down. "Of...of course."

_Aboard the Nemesis...__  
_

The sight of the Decepticon Lord and his two of his most often utilized warriors condemned to the sick-bay filled Dreadwing with anger. Even more frustrating was the way that Megatron was position exactly as he was prior to his self-resurrection.

He growled and clenched his fist at the sight. "Twilight Sparkle will pay for this, my lord. If I must this world down and spot her amongst it's cinders, if I must open my servos and embrace the humans with welcome arms, if I must stand on a cliff, dressed like a fool...Whatever must be done _shall...be_ done!"

Fearstorm examined the bodies of the patients before turning and bowing. "What is your command, _Lord_ Dreadwing?"

Dreadwing leered at Fearstorm. "I am only in command so long as Megatron's Spark remains unaccounted for."

"All right, fine." Fearstorm quipped. "What is your command, _Temporary_ Lord Dreadwing?"

Dreadwing skewered up his face in concentration. Finally, after a moment, he barked. "Get me Soundwave."

Fearstorm obliged, rushing out of the room and coming back in with the lean Communications Officer in tow.

"Soundwave, dispatch Laserbeak to find the missing Sparks."

Soundwave nodded his head, and his Mini-Con ejected from his chest.

"If anyone aboard this ship can do it, he can. Now. contact Airachnid. I want all available troops working on this."

Soundwave's screen-face turned into a control setup, but when Dreadwing attempted contact, Airachnid didn't respond. The Seeker Captain sneered and turned away. "Then we must consider her MIA." Dreadwing pushed a button on Soundwave's array.

"Decepticons!" Dreadwing announced. "Our master and some of his most favored servants have been incapacitated. Prepare to transform...and _rise_..._UP!_"

* * *

Agent Fowler and his soldiers swerved through the nighttime air, Fowler in his jet and his troops in Huey helicopters.

"_Agent Fowler, bogey detected._" One of the troops reported. "_Unusual signature, as well._"

Fowler turned around to glanced behind him and found an unwelcome sight.

"Laserbeak." Fowler snarled and flipped a button on his board. "Time for a rematch, 'Con." Fowler turned his plane around to face Laserbeak and opened fire. Laserbeak returned it, blue lasers and silver bullets flying across the sky. One of Laserbeak's shot hit Fowler's plane dead-on and sent spiraling out the sky.

"CONSARN IT!" Fowler swore at having lost the rematch. His plane hit, smashed against something which he had to ride all the way down to the ground. He grunted at the impact when he hit the ground and spat out some dirt. He looked up to see Laserbeak floating overhead and shook his fist at him. Laserbeak stayed in the air, otherwise motionless for a odd amount of time.

"What are you looking at, 'Con?" Fowler turned around to meet with a gigantic glimmering, purple sphere-shaped barrier surrounding a warehouse facility.

"Agent Fowler to Autobots, come in! I think I've located the MECH Base."

A GroundBridge opened up slightly in front of him, and the still-functioning Autobots, Ponies and Jack and Miko armed with a fire extinguisher and a fire ax stepped out.

"A fire extinguisher? Really?"

"You never know..."

"All right!" Dash said, cocking her rifle. "Let's DO THI-" She was interrupted by red laser fire. Everyone turned around to see another GroundBridge, Dreadwing, Fearstorm, and Laserbeak perched on Soundwave's shoulder, along with some red-colored Vehicons.

"Back off, D.W!" Wheeljack said, prepping his blaster. "We're here to get the Sparks back, and there ain't nothing you can do about it!"

"Nothing?" Dreadwing questioned, flipping out his cell phone and holding up one of his plated bombs. "I can respect your desire to revive your leader, but I cannot let the Spark of mine pass into enemy hands."

Dreadwing drew his arm back with the intent to throw his bomb while Wheeljack aimed his blaster.

"WAIT!" Fluttershy bellowed, throwing herself in between the two.

"Fluttershy..." Dash whispered through gritted teeth. "What are you doing?"

Fluttershy ignored her and looked at Dreadwing. "Mister Dreadwing, sir?"

"Lord Dreadwing!" One of the Vehicons corrected.

Fluttershy nodded in acceptance, "Mister Lord Dreadwing, sir? Um, I couldn't help but notice, but, um...we want our Sparks back. You want your Sparks back, and we both want the other one not to get our Sparks, so, um. Maybe...if we...work together, we can all get the Sparks with we want back without harming the Sparks the other wants?" Fluttershy smiled appreciatively.

"Oh, please." Wheeljack scoffed. "Like a 'Con's gonna be open to working together-"

"The conditions of your proposal are reasonable, Fluttershy." Dreadwing said, stuffing his weapons back into whatever invisible slot on his body they went into. He grabbed the tip of Fluttershy's tail and jerked it up and down, clearly attempting to give the hand-less pegasus a handshake. "I accept."

Wheeljack's faceplate did a fairly good job of hiding his disbelieving expression.

"So, Dreadwing." Ratchet asked, unfazed by the turn of events. "Any bright ideas you'd like to share with the class?"

Dreadwing looked to Ratchet, then to the force field. He drew out his sword and slammed it against the force field. It did nothing.

"Well, that's a lot of help." Wheeljack snarked.

"On the contrary, Wheeljack, I was just gauging the force field's integrity. Now, I know we will require some excessive force to break through." Dreadwing explained.

"Way ahead of ya." Wheeljack reached into his 'belt' and pulled his grenade out. "One grenade, one-"

"Wheeljack, wait." Dreadwing objected, grabbing Wheeljack's wrist. "Observe the size of the barrier." Dreadwing held up one of his plated bombs. "We will need more then one."

Behind his faceplate, Wheeljack smirked. "I like the way you think, D.W."

"I must request, Wheeljack, that you refrain from calling me that."

"Well, tough scrap, buddy. I'll call you that and you'll like it."

On the other side of the force field barrier, Twilight, Silas, Starscream and Novo were walking about, checking on the status of things.

"I simply cannot thank you enough, Twilight Sparkle, for the work you've done on me." Starscream said, brushing his side with his claw.

"On a separate, but similar note, MECH thanks for your work on Project: Chimera." Silas said.

"Oh, it's nothing, really. Always happy to help a technological breakthrough!" Twilight said, waving her hoof dismissively. She was about to continue when she noticed Bob, Dash and Fluttershy flitting about on top of the force field and sticking things on it. She squinted. "What are they up to?"

Fluttershy finished putting her thing on and gave an 'okay!' hoof signal to Dash and Bob and they flitted away on their wings.

Twilight looked more closely at the triangular things they had left on the barrier.

"ON THREE!" Dreadwing shouted.

"ONE!" Jack said in response, scrambling to get away from the TNT that Fowler's troops had set.

"TWO!" Wheeljack arched himself to toss a grenade.

"THREE!"

Numerous explosions filled the air, some from Dreadwing's bombs, at least one from Wheeljack and Pinkie and another from the TNT, breaking the force field, leaving the half on the other side intact while the front shattered like broken glass.

"My force field!" Twilight exclaimed. "My beautiful, beautiful force field!"

Novo and Starscream raised their respective brow-parts at Twilight's choice of words.

"CHAAA_AAAAAARR_RGE!" Dreadwing screamed. The temporarily aligned army came pouring into the base.

"You...you...Monsters!" Twilight shouted. "Look at what you did!"

"...Destroyed your force field?" Fearstorm questioned.

"Destroyed it? DESTROYED IT? YOU LEFT IT _UNEVEN!"_ Twilight shouted, her OCD tendencies showing through.

Fowler raised an eyebrow at Rarity. "She's not... serious, is she?"

Rarity tsked. "I would like to tell you no, Agent Fowler...but that would be lying."

"Seriously?"

Silas gave Twilight a hand signal, and they took off running back.

"Oh no you don't!" Fowler, Jack and Miko started chasing after them, slipping right past Starscream, leaving the Seeker to face the Ponies, Decepticons and Autobots on his own some.

"Starscream, surrender now and we'll let you live." Dreadwing instructed.

Starscream jutted his chin arrogantly and snapped his claws. Adam and a bunch -and a bunch- of MECH Troopers came marching out, sabot guns at the ready.

"You know," Starscream said, drawing his claw over his chin. "Twilight's really starting to grow on me..."

Dash snarled and bared her teeth.

"I mean, it almost feels like she's _COMPLETED ME!_" With a '_Nwoooo_' Starscream turned his arm into a black cannon that ended turned into a four-pointed 'crown' and fired it.

"You have your T-cog back?" Ratchet questioned, avoiding the shot. "But...how?"

"Twilight Sparkle took it from Silas's supplies, of course!"

"And he was okay with that?"

"He was...after Twilight Sparkle presented him another T-cog that she built from scratch!"

Ratchet's jaw dropped. "That's...impossible. Even _I_ can't build a T-cog from scratch with _Cybertronian_ tech!"

"Ahh, it's a good thing that Twilight Sparkle has potent magic. One of the most potent of her generation, if memory serves."

"Enough _talk!_" Dreadwing pulled out his Gatling gun and opened fire. Then the battlefield erupted into absolute chaos, with the burning sabot rounds, the Vehicon's fire, Dash's, Rarity's and Pinkie's firing blasts, Applejack's bucking MECH troopers in the head and Starscream raining down missiles from above in his squat-nosed jet mode.

Up ahead, Fowler, Jack and Miko swerved into an alleyway they saw Twilight and Silas run into to be met with a imposing sight.

"Behold!" Twilight said dramatically, waving her hoof. "With my help, MECH has completed it's glorious Project: Chimera!" Silas smirked at Jack's and Fowler's awed expression.

Standing behind them was a perfect replica of Optimus Prime, save for its coloration. Where Optimus was red, it was burgundy, where Optimus was dark blue, it was brown with rust, where Optimus was silver, it was blood-_red_ with rust, and its glowing bits were yellow instead of blue. Twilight's horn glowed purple, and for a second, the Optimus replica's eyes glew the same color before resuming their yellow. It turned it's arm into its Ion Blaster and fired at the humans, who ducked, thankfully causing the shot to miss.

Twilight observed the results of her work. "Hmmm...I think we should give it a name...how about 'Nemesis Prime'?"

"That works." Silas agreed. Twilight cast another spell on Nemesis Prime, and it began marching towards the heart of the battle, almost stepping on the humans in the process. Twilight took off running again while Silas stood there to hold his ground.

Fowler charged at Silas, only for Silas to elbow his gut, smacking his forehead, and kicked him to the ground.

"Ex-military?" Fowler gasped at Silas' expert movements.

"Special Tactics. You?"

"Army Rangers."

Silas smirked and brought his elbow down on Fowler's head, knocking him out.

"Miko, go after Twilight and try to find the Sparks." Jack instructed. "I'll help Agent Fowler."

Miko nodded and ran past Silas. Silas turned around to chase after her, but was distracted by Jack tapping him on the shoulder.

"Yes, Mister Darby?"

"Just thought you looked a bit _warm!_" Jack held up the fire extinguisher and sprayed foam right into Silas' face. Silas sputtered and reached to brush it off. Jack sprayed at him some more, pushing him back.

"What...in the AllSpark...is that?" Ratchet questioned upon being greeted by the sight of Nemesis Prime.

"Some sort of copy of Optimus made by MECH, I imagine." Dreadwing offered.

Nemesis Prime opened fire on them, blasting Fearstorm and Bumblebee back. Wheeljack jumped and lunged at Nemesis Prime, but the copy belted him aside mid-air.

Dreadwing pulled out his sword and another, new sword that looked like a blue chunk of metal in the shape of a thunderbolt, with a green gem embedded in it's hilt and green lines running up it. Dreadwing raised both and charged at Nemesis Prime. The copy converted it's arm into it's blade and gutted Dreadwing, cutting the Seeker's lunge short. Dreadwing gasped in pain, then fell to his knees, dropping his swords. Nemesis Prime raised its blade to end Dreadwing, but was prevented from doing so by Ratchet yelling ("HOOAAH!") back-flipping over him, thrusting his blowtorch so hard it came popping out of Nemesis Prime's chest, and expelling fire from it a controlled, circular explosion, consuming Nemesis Prime in the flame. Ratchet yanked his blowtorch out, and Nemesis Prime's sparking, bleeding, burnt body fell to the ground in a useless heap. Ratchet offered Dreadwing his hand.

"...Thank you, Ratchet." Dreadwing said after a moment's hesitance in taking it.

Ratchet and Dreadwing then proceeded to continue tearing down the MECH troopers, Dreadwing firing from his Gatling gun and Ratchet firing flames from his blowtorch like a some sort of two-headed dragon.

* * *

Miko followed Twilight through the alleys made by the warehouses clustered together until the unicorn disappeared into what seemed to be a garage door. Miko entered it, not finding anything. The door closed behind her, leaving her in the darkness.

"Hello?" Miko questioned timidly, slightly unnerved by the sudden lack of light, though she wouldn't admit it to anyone.

"Ah, you're Miko, aren't you?" Twilight's voice rang out from the darkness. "I don't think we've been introduced formally, but..."

Flames the color of Dark Energon began filling the room, floating on around the sides of the warehouse like disembodied torches, illuminating the building like some sort of swanky swing restaurant.

"Looking for _this?_" Twilight questioned, standing over by the door and holding up the Spark Extractor with her magic.

"Yeah!" Miko snarled, her normal cockiness returned slightly by Twilight's jeering. She curled her fingers around her fire ax. "Give it here and I won't hurt you, eh?"

"_You_ won't hurt _me_?" Twilight Sparkle questioned, dismissively rolling her eyes. "Please. I've faced Optimus Prime and Megatron twice now, each, and came out intact both times. I have doubts that there's something you can do to me that they didn't try."

Miko blanched.

"You know, I found that the Autobots have an RC Chamber, which _I know_ is a brainwashing machine." Twilight said, taking up the circular pace around the room that villains so often tended to do to taunt the hero. "You know how I know? Because _why else_ would the Autobots need to put you in alone, separated from anypony? Because then those other ponies would figure out what's going and sound the alarm. Thoughts?"

Miko raised her ax and steeled her courage. "Well, If I'm brainwashed, I don't know it. But I do know that Bulkhead's Spark is in there, and that Bulkhead...IS MY FRIEND!" Throwing caution aside, Miko hurled her as hard and fast as she could. The blade of the ax embedded into Twilight's chest and neck. Twilight's magic grip on the Extractor faded, and it dropped to the floor at the same time she did. Miko rushed over to grab the Extractor, but when she put her hands on it, she noticed the light in the room getting dimmer. She looked over to the collapsed Twilight and whimpered at what her ax had done. Twilight Sparkle was laying on her belly, her four legs splayed out, and purple Dark Energon-corrupted blood leaking out from her neck at a horrific fast pace. Twilight looked at Miko with her Dark Energon affected eyes, and they seemed filled with regret.

"Take it." The unicorn said, opening the door with her magic. "I...am so sorry. I thought the Chamber was a brainwashing machine, and I was so upset that I didn't care what I did to the Autobots...Like you said, you don't know if your brainwashed, but you do know that Bulkhead's your friend. There's nothing I'd hate more then losing one of my friends...and I didn't think about how if I hurt the Autobots, I'd hurt the friend of somepony else. Take it."

Miko uncertainly wheeled the Spark Extractor out while Twilight deliriously kept spewing out that she was sorry until the bleeding became too much for her, and she lowered her head and closed her eyes. "I'm sorry...I'm so...sor..."

Outside, the remaining half of the force field faded with Twilight.

Miko looked at the pony she had no doubt in her mind that she had killed before whipping out her pink cell phone and dialing the Autobots. "Hey, doc-bot? I got the Sparks."

"_Good work, Miko!_" Ratchet's voice beamed, unaware of the grave cost of the Sparks' retrieval.

"Yeah..." Miko muttered, looking down at Twilight's body. "Good..."

* * *

Outside the MECH warehouse, (which was now in smoking ruins, thanks to Wheeljack and Fearstorm's blood lust or Energon lust or whatever) Two GroundBridge's opened, and each dragged their respective leaders out from them.

Optimus, Megatron's, Bulkhead's, Arcee's, Breakdown's, and Knock Out's and Bumblebee's bodies were laid out in a circular formation. Dreadwing and Ratchet gripped the Extractor together, to make sure the other didn't pull any funny business. They pressed on the activation button, and the tendrils popped out and shoved the Sparks back into their respective owners. The victim's bodies whirred to life.

"You will pay for turning my own weapon against me, Twilight Sparkle!" Megatron snarled, bolting upright and swinging his arm-blade. Confused, he looked around and saw a distinct lack of Twilight. There was an Optimus Prime, however, so he readied his Fusion Cannon to fire at him.

"Lord Megatron, please." Dreadwing objected, grabbing Megatron's arm. "We must get you to sick bay and make sure everything within is functioning."

Megatron looked at Dreadwing, then leered at the Autobots, but relented.

Everypony, 'Bot and 'Con retreated through their sides' GroundBridge.

* * *

After all the the Ponies, humans, and Autobots had gotten through the Bridge and were safely nestled back in, Fluttershy let out a gasp of surprise. "Oh my goodness, I just remembered something!"

"What?" Ratchet exclaimed. Miko covered her head with her arms, afraid Fluttershy had found out about Twilight.

"There was an Insecticon around where I...you know...Airachnid." Fluttershy answered.

"An Insecticon? On Earth?" Ratchet questioned.

"We should investigate." Optimus said.

"And we will, Optimus Prime." Ratchet assured him. "_After_ your check-up checks out!"

_Aboard the Nemesis..._

"Everything seems to be in order. I must request you stop in for a follow-up in a few solar cycles, though." Knock Out cleared Megatron and made way for the Decepticon Lord to get off the table. "Now, Breakdown, if you will strap in..."

Megatron half-heartedly observed Breakdown climb onto Knock Out's medi-table before a copter Vehicon came rushing in. "Lord Megatron, there's a visitor for you in the docking bay."

Megatron cocked his browplate and let the copter Vehicon escort from the med room to the bay, where a slightly battered Insecticon was waiting for him.

"An Insecticon..." Megatron mused. The Insecticon shrieked and squealed at him, clearly attempting to ask something.

"But of course." Megatron said. Some Vehicons in the background exchanged confused looks at how Megatron seemed to understand the beetle-bot.

The Insecticon and Megatron transformed into their alt modes and took off from the bay, Megatron following the Insecticon intently until at last it brought him to the sight of it's and Bob's encounter. The Insecticon flitted downwards into the mine while Megatron transformed into his robot as he landed. Megatron was particularly undisturbed by the sight of Airachnid's head poking upside down out of a rock pile, liquid Energon leaking down her face from the black holes that used to be her optics.

The Insection stood on its horn and began tunneling through the mine's floor, boring a new tunnel. When the Insecticon was no longer visible, Megatron walked over to the hole it left, observed it, and jumped down through. He fell through for a long time before landing into an absolutely humongous underground crater.

Scattered around the crater were good-sized, thickly layered, see-through bronze pods, hooked to the ground, the ceiling, the walls, chittering audible from them, and within them were...Insecticons. An Insecticon Hive.

"Insecticons!" Megatron addressed. "...Decepticons. You have laid dormant here. How or why, I do not know. Perhaps your eggs were confiscated and in the Vaults of Iacon when its cache was ejected into space and landed here. Perhaps you were left here as a fail safe by other Decepticons in the three years I was absent from Earth and forgotten. But irregardless of the reasons you're were left here, you are invited now, to rejoin your Decepticon brothers and take your rightful place by the side of Lord Megatron!"

Megatron's Insecticon escort threw it's claws into the air and shrieked rapturously. All the pods began to split in half and fold open, allowing the Insecticons to move and stretch their limbs. They all shrieked in a chorus before transforming into their beetle modes and bursting through the ceiling of their hive, Megatron transforming back into his jet mode to join them.

Outside the mine, a GroundBridge opened on the remnants of the cliff Fluttershy and Bob fell through. Optimus, Ratchet, and Fluttershy, plus Bob all stepped through to be met with the sight of an horde of Insecticons flying into the air to rejoin their lost Deceptcion brothers.

"Fluttershy," Ratchet questioned, "I thought you said there was _an_ Insecticon?"

"T-t-there was!" Fluttershy stammered.

"Fall back!" Optimus ordered. "We are not properly equipped to handle the situation!"

Optimus and Ratchet stepped through the GroundBridge, but Fluttershy and Bob didn't because they heard an odd noise coming from somewhere. They looked up to see that the Insecticon Horde had turned into distant blobs in the sky.

"If they're all the way over there, what made that noise?" Fluttershy questioned. She heard the noise again, and beckoned Bob to bring her back down the mine.

"Fluttershy?" Ratchet asked, stepping back out of the Bridge. "Where did she get off?" Ratchet looked around, and seeing no trace of Fluttershy or Bob around, he dived into the mine.

"OW!..." he said as he botched the landing, getting his tooshie sore. Looking around, he shuddered at the sight of Airachnid's head hanging out. "Eeeugh!" Afterwards, he saw the holes the Insecticons had left during their departure. He didn't want to go down there, but did he really have a choice?

He slid down into one, landing considerably more gracefully then he did earlier, to see Fluttershy and Bob rushing to and fro from unopened Insecticon pods. Laying on their backs were tiny, dark green six-legged beetles much smaller then Bob with purple glowing bits and a pincer rather then a horn. "Fluttershy? What in the _Pit_ are you doing?"

"Oh Ratchet!" Fluttershy exclaimed. "Megatron came down and took all the Insecticons!"

"Yes, Fluttershy, I'm aware of-"

"But he didn't take all of them!" Fluttershy gestured to one of the small beetles. "Some of them were just too young to go, and she's so distraught about the rest of them leaving that she can't think straight!"

"She?..." Ratchet questioned. Then, a horrible, horrible thought occurred to him. He put his hand to his head in exasperated, knowing full well he wasn't going like the answer to his question. "Fluttershy, please tell me you're not trying to help...an Insecticon Queen."

Fluttershy seemed suddenly very interested in the bottoms of hooves. "Oh, I think I put my horseshoe on wrong..."

Ratchet heaved a heavy sign. "I'll take that as a yes."

* * *

"Well, this was a spectacular failure." Starscream lamented as the MECH troopers scrambled to get their stuff out of the warehouse base before Agent Fowler arrived with a heavier force. The Seeker, Plus Novo, Adam, and Silas watch over Twilight's unmoving corpse. By now, The corrupted, purple blood was drying and starting to cake to her legs and belly. "The Sparks are gone. Nemesis Prime is heavily injured, and Twilight's gone. Shall we mourn, out of...common decency?"

"I see no reason why not." Silas answered.

"I'll speak first, if no one has any objections." Starscream said, stepping slightly towards Twilight. "Twilight was a very, very smart pony, and powerful, too. She was the first in her class, and she and her family hold a very high ranking on her world. She was loyal to the ponies she thought were her friends, and- ah, hey! What's happening?" Starscream suddenly felt a tinge going through his stomach-chest area, and the Dark Energon splinter he had found in the cave that he used to corrupt the Ponies wormed it's way out of him. Agent Novo panicked and kicked it over to Twilight's body. No one noticed it and the splinter in Twilight's Cutie Mark beginning to pulsate with each other.

"What did you do that for?"

"I thought it was a bomb!"

"Oh. That's understandable."

"Here, let me go get it-" Agent Novo approached the Dark Energon splinter to pick it up, but when he reached out for it, Twilight's hoof swatted at him. Novo yelled and fell backwards in surprise. Twilight's eyes shot open, their color the empty pink of an undead Terrorcon (Terrorcons being dead Cybertronains unlucky enough to be given the loosest semblance of life by Dark Energon's vast and varied powers). Her animate corpse grabbed the Dark Energon crystal with her front hooves as if it was the most precious thing the world. She fiddled with it and moaned incomprehensible, zombified moans before dropping the crystal, rearing up, she brought her hooves down on the crystal, snapping it in two. She picked both up, each in one of hooves. After some hesitance, she threw one up into the air and swallowed it in one gulp. She used her unicorn magic to jerk Miko's ax out of her chest, then shoved the other piece of Dark Energon in the hole it left. She stiffened up, closed her eyes for a minute, and when she opened them, they were purple at the whites, white at the pupil, and a shade of pink in the irises. She looked at Starscream and the MECH leaders.

"Hey guys! What happened?" She asked causally.

"What...happened?" Starscream repeated. "What _happened!?_ You _die, come back to life, break a piece of Dark Energon in two_, PUT ONE HALF IN YOUR CHEST, _SWALLOW_ THE OTHER HALF, AND_ YOU'RE_ ASKING _US_ WHAT _HAPPENED!_? "

Twilight felt around her throat. "That would explain the taste of evil in my throat."

Novo looked at Twilight curiously. "What does evil taste like?"

Twilight paused. "Chocolate-covered strawberries." Then she stiffened up again. "Yes...yes, I see..."

"See what?" Starscream asked.

"We need to get more Dark Energon!" Twilight declared. "And I know just where to find it! A place far away from prying eyes, a place full of technology...a place that Optimus is simultaneously always watching and turns a blind optic towards...Silas, I must request that we go to..."

"Griffin Rock!"

* * *

**Author's Notes**

**Be honest, does this chapter have that dark, 'oh scrap oh scrap oh _scrap_' atmosphere I was trying to go for? Airachnid's dead, (By _Fluttershy's_ hoof, no less!) Starscream has his T-Cog back, ****Twilight died, **** Megatron now has a horde of Insecticons at his disposal, Fluttershy's trying to be nice to an Insecticon Queen and her hive of underage hatchlings, and then Twilight was resurrected as some sort of Terrorcon Pony. What would you call that? A Ponycon? A Terrorpony? I like that one actually, let's go with that. Oh, and now Twilight's going to Griffin Rock to get Dark Energon for vaguely defined but ominous purposes. Fun for the whole family!  
**

**And now, a couple of explanations.  
**

**Optimus' shoulder Gatling guns are from the Optimus Prime Weaponizer toy.  
**

** The comic with Breakdown's gift from Dreadwing also has the gold, green, lavendar Vehicons.  
**

**The Helicopter and Tank Vehicons are from the upcoming (At time of writing) _Transformers Prime: The Game_.**

**The Red Vehicons are a late last minute addition, spawning from the online Vector Sigma Bot Builder game.  
...I am such a flipping nerd.  
**

**Dreadwing's blue sword is a bit of an oddity. See, I saw pictures of the Dreadwing/Skyquake toy and misinterpreted the sword's appearance. I looked later and saw my mistake, but I had already made plans to include the sword and came up with how it looked...So I figured I'd just give BOTH swords! The silver one he has in the show (Seen in 'Triangulation') and the blue one I made up for him.  
**

**Additionally, ****There's a bit of a Reality Subtext** in the description of the helicopter Vehicon. See, when the concept art was shown, I really DID think it was a female. I thought it was a hue-shifted Airachnid, no less!  


**We've yet to see how the Spark Extractor works, despite it's being shown in two episodes now, so I took a leap of faith with how it functions. If a future episodes shows that doesn't work the way it does here...well, that's in the future, and this is the present.**

**The Insecticon and later Insecticon hive are the same from 'Crossfire' and later, 'Armada', but the events surrounding differ here then in there. Thus, this chapter represents a 'severing point' between this fanfic and offical canon.  
**

**The Insection hatchling are re-purposings of the much-smaller Fall of Cybertron Insecticon designs.  
**

**I totally made the Insecticon Queen up myself, though.**

**July 31st of 2012: Did some general editing. Adding an extra sentence to a paragraph or word to a sentence or somesuch...  
**


	8. Burning Chrome

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

Starscream, Silas, Twilight, and a bunch of MECH troopers stood on a harbor, prepping supplies to be transported. Adam was nowhere to be found. The broken, sparking Nemesis Prime was covered under a beige tarp, laying flat on it's back. Silas had told Twilight that, if she wanted to go Griffin Rock, then there was someone she wanted to meet.

"I'm sure, given your fondness for technology, Twilight Sparkle, that you will appreciate our escort." Silas assured her while the crisp sea air blew.

"Ugggghck!" The recently revived Twilight Sparkle groaned, levitating a window-cleaner on her body. Trying, with difficulty, to remove her crusted dried blood off her legs before Silas' contact arrived at the pier. "I'm sure I will, Slias, but I don't think he'll want to shake hooves with me when he sees them covered in blood!"

Starscream crossed his arms and huffed. "I still don't understand why we don't just _fly_ to Griffin Rock. I am rather eager to experience the feeling again..."

Silas' emotion remained stoic as he answered. "That would be far too conspicuous."

"We'd be spotted and shot out of the sky." Novo added.

Off in the distance, the droning hum of a schooner sounded as a boat became visible. Twilight started scrubbing at herself even harder, now making the dried blood peel off in flakes. Eventually, she got one of her hooves' clean enough for shaking, so she levitated a wipe and some cleaning spray Novo had been so kind to give and squirted the nozzle at her hoof, then wiping the spray off with the wipe.

MECH agents guided the schooner into a docking bay, where they helped tied a rope to a post on it to keep it from floating away. A steel bridge folded out from the boat's side and set up on the pier.

A man appeared from the boat and began walking down the bridge, so sharply dressed he'd meet -and maybe even exceed- Rarity's high standards. He was tall and just a little bit attractive. Wearing a purple brooch, dark grey pants, a red shirt that was just barely visible under his snazzy dark gray coat and strange, two-piece light gray sleeves that seemed to be their own article of clothing. A purple monocle was hung from his eye, and a two-piece mustache adorned his lips.

"Ah, Bishop!" He called out in a classy, drawling voice as he approached. "How has my favorite chess piece been as of late, hmm?"

"Just fine." Silas said, not showing any indication of irritation at being called his birth name.

"I do so hope you've been making good use of those sabots DeCobray ordered..." The man turned his monocle over to Starscream, then to Twilight. "Ah! I take it this is the unicorn you've told me so much about."

"Silas has told me a lot about you, too." Twilight informed him, offering her clean hoof for him to shake. "Twilight Sparkle, at your service."

The man extended his gloved hand and without concern for the fact she was a _bleeping' unicorn_, grabbed her hoof and shook it.

"Doctor Morocco, at yours."

* * *

FRIENDSHIP IS MAGIC: PRIME SURPRISE TRACK:

_The Rescue Bots Theme Song_:

Length: Short: 45 seconds.

Performers: Solo male background singer.

_A routine patrol with four bots in stasis,_

_years later awoke in the strangest of places,_

_Earth was their home now and in addition_

_OPTIMUS PRIME gave them this mission!_

_Learn from the humans, serve and protect,_

_live in their world and earn their respect!_

_Family of heroes will by your allies,_

_To others remain, RO-BOTS IN DISGUISE!_

_RESCUE BOTS!_

_Roll to the rescue!_

_RESCUE BOTS!_

_Humans in need!  
_

_Rescue Bots!_  
_Heroes indeed!_

_Res-cue Bots!_

_With Cody to guide them and show them the way,_

_Rescue Bots will be saving the day!_  
_Rescue Bots!_

_Ro-bots to the rescue!_

_Res-cue- Bots ( (Echoes) Bots-Bots-Bots)_

_ 'Nieeee-OOoop!'_

* * *

_"When you want to know how things really work, study them when they're coming apart."_

**Friendship Is Magic: Prime: Act III**

**Chapter VIII: Burning Chrome  
**

**Episode Synopsis: The Autobots and The Ponies have a falling-out over Miko's actions, unaware of Twilight's machinations on Griffin Rock.  
**

* * *

Ratchet stood there in the cavern, face still covered with by his hand in exasperation. "...Why? Just...just why?" he asked, not really knowing what it was he was questioning. Why was he here in a underground cavern with a pony, her Insection, and a bunch of underage Insecticon hatchlings that come out of their stasis pods prematurely? Why was said pony helping to take care of them until they were old and big enough to slaughter Autobots on their own? Why did he turn into an ambulance, and not something cool, like a tank or a fire truck or a...a fire truck with a cannon on top?

"Oh, poor babies..." Fluttershy muttered as the hatchlings started clicking and squawking in distress. Bob squealed back at them, trying to comfort them.

"Ratchet?" Fluttershy asked pleadingly. "We need Energon."

"What?" Ratchet replied, throwing his arms wide in a gesture of surprise. "Why?"

Fluttershy blinked. "To feed the hatchlings...why else?"

Ratchet stammered in Angrish before taking in a deep breath. He put his hand to his forehead, trying to think of how to gently explain to Fluttershy what was wrong with this. "Fluttershy...theses are Insecticons! I cannot fault you for wanting to help, but when these hatchlings are mature, they'll attack me and Optimus and the others the same as the ones that just left!"

Fluttershy looked away worriedly. "Oh...I guess you're right..."

A echoing, distorted screech sounded out. Ratchet tensed up, expecting an attacker to pop up out of nowhere.

"Oh, Ratchet!" Fluttershy exclaimed suddenly and despairing. "The Queen! She wants to be sure her babies are okay, and she can't do it herself!"

Ratchet gritted his teeth. "And why, exactly, can't she?"

"She can't feed them unless they're in the stasis pods." Fluttershy explained.

"So _put_ them... _back_ in the pods!"

"Oh, I will!" Fluttershy smiled, then her frowned. "But the pods programming needs to be reset properly before we can do that."

Ratchet grumbled under his breath, but relented, walking over to one of the opened pods and converted his right to it's blowtorch mode. "All right, now how do I..."

Fluttershy zoomed over to the edge of the "Oh, like this!" she tapped her hooves against the edge of the pod like somepony clacking on a keyboard. When she finished, one the hatchlings jumped in, and the pod closed on it.

Ratchet's lower jaw rotated around in bewilderment. "H-how did you know to how to do that?" _and why do you know so much more about Insecticon biology than I do?_ Ratchet wanted to add.

Fluttershy shrugged. "The Queen told me."

Ratchet rolled his eyes at this Of course the Queen would like Fluttershy enough to trust with that sort of knowledge. "Of...course she did." he turned around and began walking away.

"Are you going to go get the Energon?"

"What? Why do we still need it? You know to reset the pods, don't you?"

"Well, yes, but, there's a lot of pods, and in the time it'll take me to reset all of them, the hatchlings could starve!"

Ratchet grumbled and fumed, his shoulder antennae writhing in frustration. "Fluttershy, I don't want to help to raise Decepticons."

Fluttershy quivered her lips. "Ratchet, I don't know where else to find Energon other the base!"

Ratchet turned back around and raised a scolding finger, but the Queen let out another shriek before he could say anything.  
Fluttershy started jumping around all excited. "Oh! Oh! She says we can modify the pods so that the hatchlings'll obey us!"

Ratchet's optics widened. "Really?...She'd let us..._do_ that?"

The Queen, from her unseen post, screeched some more.

Fluttershy nodded enthusiastically. "She says as long as we take care of them, yes."

Ratchet's jaw hung limp as he considered the possibilities this presented. Insecticons, not just Bob, but Insecticons under Optimus' command! It might not be enough to put the war to an end, especially since Megatron had his own Insecticons, (and more of them), but a Vehicon mining patrol would back off at the mere notion of going up against one of the beetle juggernauts.

A beep-beep came out of Ratchet's arm, and Optimus' voice came out of it. "_Ratchet, are you all right? What is your status?_"

"Edd deh dhu..." Ratchet stuttered, abruptly taken out of his daydream. He answered the comm quickly. "Er, yes, right here, Optimus! Do you recall the Insecticons we saw following Megatron out of the mine?"

"_Yes. Why?_"

"Fluttershy and Bob found their hive. The Queen has offered that we can adopt them for own use in exchange for nurturing them."

"_An Insecticon Queen? Here, on Earth?_" Optimus questioned.

"Yes." Ratchet answered. "There is. Now, I repeat, Optimus, she's offered us the chance to adopt her children. It would be quite a desirable reinforcement to our small ranks...but I understand if you're unwilling."

Optimus was silent for a moment, no doubt debating whether this was something he wanted to go through with.

"_I will allow it._"

"Great!" Ratchet smiled and clapped his hands together eagerly. "Requesting Bridge back to base. We need some Energon to feed the hatchlings."

* * *

Far away from Nevada, or even the main island of America at all, lay a technological wonderland. An island so large that it had the space -and materials- to build and use all it's own buildings. Dams, windmill farms, power plants and the like, to the point that it's interactions with the mainland were scarce and not often. The island of Griffin Rock.

The most recent and unusual advancement, (discounting the often bizarre productions of the otherwise brilliant Doc Green) was the local rescue service's new Rescue Robots, with the ability to transform into piloted vehicles, complete with the ability to receive and execute remote commands. When asked, the rescue service would say the Rescue Robots were foreign in origin. This seemed to strange, as Griffin Rock prided itself on it's own technology. But hey, since the Robots were good at what they were designed to do, and did it well, no one was eager to complain.

However, the Robots weren't programmed: They were trained. They weren't Rescue Robots either: They were Rescue Bots, a sub-set of Autobots whose ship had left Cybertron in pursuit of other planets in need before the War and Fall happened. Their ship picked up a broadcast sent out to the stars by Optimus Prime and immediately headed to Earth, as instructed. There, Heatwave, Boulder, Chase and Blades adopted local altmodes of a fire truck, bulldozer, police car and a bubble helicopter (much to Blades' contempt) and pretended to be nonliving machines as part of a slow plan to gradually get humanity used to the presence of the metal aliens. Once they had been adjusted to the machines, the government could safely reveal the aliens for what they were.

Heatwave and Chase in their vehicular modes, responding to an emergency call. Chief Charlies Burns in Chase, his son Kade in Heatwave, and his younger son Cody in Chase's passenger side. Of course, if it was such an emergency, then why weren't the sirens blaring?

Because it was just Mister Pettypaws, a cat that the Burns family had become extremely familiar with, as his owner, Miss Nederlander, would always call them when the cat got up in the tree...which was...all the time, really.

Heatwave and Chase pulled up adjacent to the sidewalk, and orange haired, sports jock Kade, greying, aged Charlie, and young, blonde Cody all got out.

"All right, cat." Kade growled, rolling up his sleeves. "The only reason I'm here is because there's nothing better to do, so you better make this worth it! Now get down here!" Kade pointed at the cat and started barking at to get down. Pettypaws meowed.

"Uh, Kade?" Cody tried to get his attention. "I don't think that's gonna work-"

"Yeah, yeah, not now, Cody." Kade dismissed him.

Cody grunted in frustration. It was always like this. No matter what he did or problem he'd solved, the rest of his family dismissed him for being a child.

"Get-down-here!" Kade snarled, banging his fists on the tree.

"You're scaring him!" Nederlander scolded.

Kade huffed. "Ma'am, I'm a professional: I know what I'm doing-" Kade turned away from her back to the tree, only to see Pettypaws no longer on it. "Hey! Where-" Kade saw his dad handing Pettypaws over to Nederlander. The old lady thanked him and retreated back to her home. "how'd you do that?"

"While you telling Miss Nederlander you knew what you were doing..." Chief Burns emphasized the last six words. "I went up and ask Pettypaws to get down for me. Nicely."

Kade looked offended, then grumbling, went back into Heatwave and drove off. Cody could hear Heatwave start giving Kade sass as they rolled away.

Chief Burns shook his head in exasperation, then lowered himself and put a hand on Cody's shoulders. "Cody, it's too late for Kade, but I want you to try to learn something."

"What, dad?"

"True heroes are strong enough to be gentle." Charlie got up and pulled opened Chase's door. "Always remember that."

Cody nodded. "I will, dad." then got back into Chase's passenger side.

"_It has been my observation that others are indeed more willing to follow instructions when requested to execute them in non-confrontational tones._" Chase said through the dashboard as Cody climbed in. "_Where to next, Chief?_"

"Back home." Charlie replied. "Dani said she had a surprise for us for lunch."

* * *

Ratchet, Fluttershy and Bob trudged through the GroundBridge back into the control room, where everypony else was gathered (though Wheeljack had since left, much to Miko's disappointment and Rarity's approval.) They left the control room to get to the Energon storage.

"Can't say I entirely like the idea of letting some underage Insections into the base." Arcee quipped with her hands on her hips.

Optimus acknowledged her with a shake of his head. "While I understand you concern, Arcee, this is a unique opportunity that has been presented to us, and it would be unwise not to give it at least some degree of thought."

"What's to keep Megatron from hacking into them and finding out exactly where the base is?" Bulkhead growled, banging his fists together.

"First, once they have matured, Ratchet will perform the same modifications to them as he has made to Bob." Optimus answered calmly. "Secondly, we will not allow them into the base proper until their reliability has been tested and proven."

Bulkhead grumbled while Arcee pursed her lips, but they both dropped the subject.

Miko looked around. The 'Bots were just standing there, like they always did when there wasn't a situation to deal with. Rainbow Dash admired and groomed her gun, Rarity was fussing over her mane, and the Earth ponies were laying on all fours in the video game area. Seeing her chance, Miko crept towards the

wall and started sneaking alone until she was in the hallway.

She started walking with her head hung low and her arms crossed together in uncertainty. She was hoping she could sneak by Ratchet, then talk to Fluttershy alone.

Fluttershy...the only pony who could relate to what Miko was going through.

"_What am I going to tell her?_" Miko thought to herself. "_Oh, hey Fluttershy, nice weather we're having, isn't it? Oh, and by the way, I killed your best friend!_"

She started imaging to herself how she might be able to soften the blow.

_Twilight and Miko grappled on top of the warehouse, slipping and sliding on the well-polished roof. _  
_"You little foal!" Twilight chided as she got the better of Miko and wrapped her front legs around her throat, choking her. "Did you really think you could beat me?"_

_Miko gasped for air and try to wrest Twilight's legs off, but thankfully, an explosion went off, blowing the warehouse to smithereens and blasting the both of them off the roof. They both landed perfectly on their feet, and Miko twirled her ax in her hands while Twilight snarled and growled. _

_"You little...ARRRGH!" Twilight let out a scream of rage and charged at Miko, horn glowing intensely and crazily with power._

_Miko clenched the ax in her hands, waited for Twilight to be in range, and did the only thing that came naturally..._

Miko signed and facepalmed. Fluttershy wasn't going to believe that. _She_ didn't believe that. Twilight wouldn't use her legs to choke her opponent, she'd use magic.

The thoom of Ratchet's heel struts echoed through the halls, snapping Miko to attention. She looked up to see Ratchet's arms stacked full of Energon cubes. Miko dashed to the left and tried to go behind him, thankfully finding Fluttershy and Bob following behind Ratchet with thier appendages full of the same. "Uh,

Fluttershy? Can I talk to you alone?"

"Oh, of course!" Fluttershy said happily, Energon cubes toppling over in her grasp. "Go on, Bob. I'll just be a second..."

Bob kept walking, as instructed.

"So..." Fluttershy stopped mid-sentence, trying to keep the precarious stack of cubes in her legs from falling over onto the floor. "What did you want to talk about, Miko?"

Miko scuffed her foot against the floor in nervousness. "You...killed Airachnid, right?"

Fluttershy shuddered. "Oh, please don't remind me."

"Well...that you means you know what killing is...is like, right?"

Fluttershy reluctantly said yes. "Yes, I do."

"So...how do you deal with it?"

Fluttershy seemed hesitant. "Well...I'm not sure. I still feel bad about killing Airachnid...but I do feel better about it."

This got Miko's attention. "Better? What do you mean better?"

"Did Arcee tell you about Tailgate? About what Airachnid did to him?" Miko nodded.

Tailgate was Arcee's partner on Cybertron a long time ago...until Airachnid gave him the shish-kabob treatment.

"I'm still not happy that I killed her...nopony should ever be happy about killing...but I'm glad I could make Arcee feel better, and that makes the guilt not as bad."

Miko instantly felt even worse. At least Airachnid had a bad rap. What had Twilight done? Lock her in a garage and...what? Walk around circles, ask condescending questions, and hold up the Spark Extractor tauntingly, that's what. Why couldn't's and what if's began to plague Miko's mind. What she had thrown her ax slightly lower and just injure Twilight's leg? What if she had aimed it higher, and the pole of the ax would've smacked Twilight's head and just knock her out? What if-

"Miko, are you all right?" Fluttershy's questioned snapped her back to reality. "You're tearing up."

Miko put a hand to her face, and tears were starting to leak from the bottom of her eyelids.

Fluttershy realized what was wrong and gasped. "Miko...did you kill someone?"

Miko weakly nodded.

"Who?"

Miko tried to form Twilight's name, but her emotions were so wracked that no noise could come from her lips.

But Fluttershy could read lips, if her shocked expression and abrupt dropping of the cubes was anything to go by.

* * *

Raf sat there, frozen, having just lost in a video game to Pinkie Pie. He was confused. On one hand, how many humans can say they lost to a alien pony? On the other one, how much did he have to _fail_ to lose at a video game to someone with _no thumbs_?

Optimus was sitting down on one of the elevated platform normally used to let the non-Cybertronians see from a Cybertronian-eye view. There was a small, brown, leather object held carefully and firmly in his hands.

Applejack raised her eyebrow at him. "Say, Optimus, wha'cha got there?"

"A literary work by a human." Optimus answered.

"Literary?" Rarity questioned. "I must admit, Optimus, I didn't take you for a bookworm!"

Ratchet spoke up, the cubes in his hands rattling he talked. "It may interest you to know, Rarity, that back before the war, Optimus was the data clerk for the Iacon Archives."

Dash stifled a derisive laugh. "So, what, Optimus was... a Cybertronian library's assistant?" Instantly, her imagination drifted to an image of a younger Optimus, overworked from having to drive from place to place delivering letters for Cybertronain equivalents to Twilight Sparkle and Princess Celestia.

"The Autobots weren't always the good guys." Bulkhead said. " and just think. A data clerk from the middle caste became the Prime who turned the tide of the war and set them back on the right track!" he smiled and chuckled at Optimus' direction.

"Thank you for your flattery, Bulkhead." Optimus said stoically.

Applejack put her hoof to her chin in thought. "Say, back on Equestria, Twilight's the librarian. You think if Optimus wasn't around and she wasn't...know, convinced we were brainwashed and all that...Twilight could be a Prime?"

Optimus maintained a neutral expression, but there was a slight delay in his response..."Prime is a Cybertronian exclusive title."

Applejack narrowed her eyes at him. "Ah think yer tryin' to avoid the spirit of the question, Optimus."

Optimus lowered the book and raised his hand to answer, but a sudden scream of "IT DOESN'T"T MATTER!" blasted through the room before he could.  
Everyone whipped around to see Fluttershy standing and huffing in the doorway, her normally green eyes died blue from tears. "TWILIGHT'S DEAD!"

Every pony's jaw dropped.

"What?" Rarity cried in disbelief.

Applejack whined and put her hat over her chest. "No. No, it can't be true!"

"How?" Dash questioned.

"MIKO KILLED HER!"

This time, the shocked reactions were shared by the Ponies, humans, and Cybertronians.

With timing most unfortunate, Miko made herself visible in the doorway. Seeing everyone looked at her in disbelief, she tried to smile as best she could and weakly waved her hand. "Hey, guuuuys!...Nice...weather we're having, right?"

"Is this true, Miko?" Optimus asked calmly. "Did you execute Twilight Sparkle?"

Miko looked away and scrunched her eyes shut in guilt. "Yes."

Dash, Pinkie, Rarity, and Applejack were still too floored to do anything, so Ratchet pressed further. "Did Twilight Sparkle...attack you, Miko?"

Miko shrugged. "Uh...yes?"

The Autobots all gave off looks of uncertainty, but Dash finally recovered from her denial and quickly went into the next stage of grief: Anger. She jumped into the air and landed forcefully in front of Miko. "How could you? She wasn't evil, she was just being lied to! You knew that! _YOU KNEW THAT_!"

Miko flinched and threw her arms into the air defensively. "I know! I know!" the normally brash Asian girl started breaking down into tears. "I'm sorry! _I'm sorry_!"

"Sorry?" Dash repeated. "Oooh! Did you hear that, guys? She says she's SORRY! I don't know how sorry you think you are..." Dash pointed her tail-held rifle at Miko and began charging up a shot. "But I'm gonna make sure you're as sorry as you're gonna _get_."

Seeing the human under his watch about to be harmed, Optimus tossed his book aside and readied his Ion Blaster, but Jack beat him to it, tackling Rainbow Dash and climbing onto her side.

"Urrrrgh!" Dash snarled and flailed about, trying to shake Jack off. "Jack-get-_OFF_!" Fed up, Dash reached over her back with her front legs, grabbed Jack, and threw him onto his back. Jack got up quickly and stood up between Dash and Miko.

"Get outta the way, Darby." Dash warned, charging her rifle back up. "Or I'll shoot you too."

"Dash, don't!" Jack swept at the the air with his hands. "I understand- you're upset. If someone killed Raf or- or Miko, I'd be upset too! But you can't shoot Miko!"

"She killed my friend, Darby."

"Oh, and _shooting her_ is going to bring your friend back?"

No one noticed Raf muttering with a finger to his chin. "Bring...your friend...back? Hmmm..."

Dash looked angry, but she seemed to concede to Jack's point and turned away. "Come on, guys. Let's go. Doc bot, pull the Bridge."

"Pull the Bridge?" Ratchet repeated in the form of a question. "What do you mean, pull the Bridge?"

"I mean, Bridge us back to where our ship is. Without Twilight, we can't use the Elements of Harmony. Can't use the Elements of Harmony, can't imprison Discord. Can't imprison Discord, no point in being on this world anymore."

"What are we gonna tell Celestia?" Applejack questioned.

"That a human-" Dash shot Miko a dirty look. "_Killed_ her most faithful student."

Ratchet's mouth worked up and down in consternation. "Optimus, say something!"

"Say what, Ratchet?" Optimus countered, maintaining a neutral tone of voice. "Their friend and their leader is dead. As they can no longer complete their mission. They cannot be faulted for wanting to return home. Rafael, activate the GroundBridge. Set coordinates for the last recorded location of the Ponies ship."

Raf nervously and uncertainly punched a keys on his laptop, which sent a linked signal to the GroundBridge terminal, activating and causing the green portal to form.

Dash, Applejack, Rarity and Pinkie were halfway towards it when they realized Fluttershy wasn't following them. "Come on, Fluttershy!" Dash snarled.

"But...the hatchlings!" Fluttershy stammered. "I-I promised the Queen I'd help with them!"

They rolled their eyes and made frustrated noises. "Fine! Go help the stupid Queen with her stupid hatchlings! You be at the ship in a half-hour, Fluttershy, or we leave you stranded here."

On that, the four of them finally departed through the Bridge. "So," Bulkhead noted on the Ponies departure. "What do we do now?"

"The same thing as we have always done, Bulkhead." Optimus answered factually. "We protect Earth and it's inhabits from the likes of MECH and the Decepticons."

Fluttershy cleared her throat for attention. "Uh, Raf? Would you set the Bridge for the Hive?"

Raf gave a thumbs-up and punched another key on his Bridge dissipated, then rematerialized.

Fluttershy turned around and started trotting back into the hall to pick the cubes she had left there. "I'm still made at you, though!" she snarled at Miko as she walked by her.

* * *

"So, Dani," Kade questioned as he shoved the door to the Burns family home/rescue station complex. Cody and the Chief walked in behind him. "What's this surprise I keep hearing about?"

Brown-haired, cherry-faced Dani, the pilot of the team, walked into the living room and clasped her hands together. "Why don't you come inside the kitchen and find out?"

They did so, and found to their surprise the engineer of their team, Graham wearing an apron and serving some delicious-looking stuff onto plates onto the table. "Hey, guys!"

"Graham?" the Chief questioned. "Did...you cook?"

"Yeah." Graham answered bashfully, preparing another plate. "Dani talked me into it. Said I could 'use science' to make it taste better."

Kade went and pulled up a chair. "Well, let's see how good science is, huh?" Everyone followed suit, taking their seats. They were about to dig in when there was knock on the door.

"I'll get it!" Cody announced, jumping off his seat and bounding out of the room.

"We'll wait for you." Chief said, but Kade had already stuck his spoon in his mouth before the sentence was formed.

"Say," Kade took the spoon out of his mouth and dropped it to wait. "This is pretty good, Graham."

Graham chuckled. "Yeah, well..."

He was prevented from adding anything else by Cody coming back and tapping him on the shoulder. "Uh, Graham? I think you should see this..."

Graham got up off his seat and followed Cody to the door. "Okay, Cody, what do you want me to...see."

The door ajar, Graham could see something standing in front of the entrance, waiting amiably. He was hesitant to say, but it seemed to be a purple unicorn with large, expressive glowing eyes, a brushed mane and tail that was also purple with a streak of pink in them, and a pulsating crystal in her chest.

She waved her leg to Graham. "Hi!"

Graham blinked before waving back. "...Hi. Could you excuse us just a second?"

The unicorn nodded. "Sure! I know that this is kinda sudden..."

Graham closed the door and bent over to talk to Cody. "Cody, what am I looking at?"

"I was hoping you'd know!"

Graham adjusted his glasses. "Well...it seems to be a unicorn with a crystal in her chest."

"So what do we do?"

Graham paused. Then he whipped around and pulled the door back open and extended a hand to the unicorn. "Sorry about that. Graham Burns. This is my brother, Cody. What do you want, miss...?"

"Twilight Sparkle. I read a newspaper about this thing called the Morbot..."

Graham and Cody began to get worried at this. Understandably so, considering the experience with the Morbot. A machine built by Doctor Morocco to replace their Rescue Bots and get him back into the gullible Mayor's favor. For a time, it worked, until Cody and his friend Frankie Green found compelling evidence of Morocco's illegal activities.

"It said that you confiscated its parts after your Rescue Bots tore it to pieces..." The unicorn continued. "I was wondering...would you be willing to let me buy them off you?"

Graham bit his lip. "Oh, gee, I don't know...it would so expensive!"

"I have my sources." the unicorn informed him.

"Uh...let me just check something real quick..." Graham fibbed.

"Take your time."

Graham quickly slammed the door on her and turned to Cody. "We need to tell dad about this."

Cody nodded. "Mm-hm!" They ran back into into the kitchen, yelling for the Chief. "Dad! Dad!"

Chief Burns snapped to attention at their distress. "What is it?"

"There's a unicorn outside the door that wants to buy the Morbot parts!"

"What?" the Chief got up out of his seat, Kade and Dani followed suit and they all went back to the door together. Chief opened it.

"Hello again! So...what's the pricing?" Twilight asked perkily.

"The Morbot parts aren't for sale." Chief told her forcefully.

"Oh. So I can have them for free then?"

Chief Burns shook his hands. "No, no no. Why do you want them anyway?"

"To rebuild it, duh!"

"Why would you want do that?" Kade demanded confrontational, pointing an accusing finger.

"Why?" Graham questioned. "The Morbot is destructive. It follows its instructions to the letter without accounting for variables. It's a terrible rescue vehicle."

"Oh." Twilight remarked. "I don't intend to use it for rescues..."

Chief Burns curled his lips at this, catching that this unicorn wasn't going to use the Morbot for anything good. "We are not selling OR giving you the Morbot parts."

Twilight made a irritated noise. She leaned her head through the door and snorted in Chief Burns face. "I _will _have those parts, Chief Burns, one way... or another."

Kade and Dani readied their fists for a fight, but Twilight just turned around and started trotting away menacingly.

"Someone tell the Bots about this." Chief Burns instructed. "And use the security cameras to keep an eye on her."

The Burns family members nodded, then departed and split up to do their tasks. Chief Burns shot a dirty look at Twilight Sparkle, then closed the door.

Twilight continued trotting on. Had a Griffin Rock pedestrian seen her, they would've screaming to the Burns family. Thankfully, the streets were bare, likely from lunch hour.

There by a bush and some other foliage was a conspicuously-placed trash can. Twilight walked up to it and tapped it gently on the side, revealing it to be a hologram concealing Doctor Morocco within, crouching so that the hologram covered him completely.

"So," Morocco answered in his classy sneer, standing up. "How did your efforts go, Twilight?"

Twilight shook her head. "About as well as you said they would...let me check in with the troops, will you?"

Morocco pulled a remote out of his pocket, similar to the one he used to control the Morbot, and held it out for Twilight to take. Twilight opted to use her magic, which made Morocco's eyebrow rise.

"Twilight to MECH. Have you found the Dark Energon yet?"

"_No._" buzzed out through radio static.

"...No? What do you mean, no?"

"_I mean, we haven't found the Dark Energon deposit you said was here yet._"

Morocco grew concerned as Twilight's eye twitched maniacally. She started chewing out the MECH agent.

"That Dark Energon deposit is _so huge_ that with my magic, I could see the name of the location, GPS that location and _detect the presence of Autobot Sparks _through it! HOW HAVE YOU NOT FOUND IT YET!?"

"_I'm sorry, Twilight._" The agent said sheepishly. "_Griffin Rock is a big place!_"

"Not to mention..." Morocco added. "There's a variety of locations that hamper electronic devices...the lead mine. Griffin Crest...the Sanctuary shelter...that was a bust, I'll tell you."

Twilight narrowed her eyes and rather forcefully threw the device back to Morocco, who it hit in the stomach, before she took a few angry steps forward.

"I say, Twilight Sparkle, you seem...frustrated." Morocco noted.

"I AM!" Twilight screamed, snorted, and took in a few heavy breathes with a distressed look on her face.

Morocco found this disconcerting. "Err...are you in good health, Twilight?"

"No." Twilight answered. Her next words were Fluttershy levels of quiet. "_I'm undergoing withdrawal...I need to achieve symbiosis...and without the Dark Energon deposit..._"

"Pardon?"

"Quick! Morocco, is there somewhere around here with small pieces of technology? Like, handheld levels of small?"

Morocco showed hesitation, then pointed upwards to the mounting that shadowed the town of Griffin Rock. "There is the...Griffin Rock laboratory."

Twilight looked up at the huge building mounted on the mountain. "Great! We'll go there."

"Da-eer..." Morroc stuttered. "Given my...recent history, Madam Sparkle, that may not be the wisest of choices."

Twilight nodded. "Right. _I'll_ go to the lab. _You_ go help Starscream and the others FIND- MY-... _ahem_..._our _Dark Energon."

Before Morocco could protest, Twilight took off galloping. Standing there alone, Morocco grumbled and shook his fist at her. "I'm your escort, not your _lackey!_"

* * *

Rainbow, Rarity, Applejack and Pinkie somberly walked out of the GroundBridge and climbed up the traditional bridge to the inside of their confiscated craft. Their heads were hung low, and the knowledge they would, in all likeliness, be leaving Fluttershy alone tugged at their heartstrings, which were already worn with the knowledge that the Element of Magic was dead.

In spite of all that, they found the strength to get inside the ship. Rainbow flying, Rarity levitating herself, Applejack using her athletic legs in a jump and Pinkie being Pinkie to stand on top of the huge control panel. They trotted and climbed over the buttons until the ship whirred online.

* * *

_Aboard the Nemesis..._

Soundwave stepped into the bridge, looking for Megatron. He was there, Dreadwing by his side, presumably discussing matters that were discussed by Second-In-Commands.

Megatron's optic drifted to Soundwave, and he paraphrased those words he normally said. "What do you have to show me, Soundwave?"

Soundwave's screen-face flashed a distinct signal.

Megatron examined it and recognized it. "Ah...Shockwave's 'just-in-case' ship that the Ponies liberated..." he turned back around and snapped. "Dreadwing!"

Dreadwing saluted. "I take it you wish to me to destroy them while they are on the move, my lord?"

Megatron chuckled. "You know me so well, Dreadwing!...Go."

Dreadwing exited the room, passing Soundwave along the way.

* * *

Back in the Ponies' ship, the four remaining Ponies remained depressed and saddened. They started spouting theoretical things they'd give for Twilight, having advanced on to the next stage of the Kubler-Ross model: Bargaining.

"If I could never join the Wonderbolts, it would be worth it to have Twilight back." Dash moaned.

"I'd sell my store to Jet Set and Uppercrust for Twilight to be alive again." Rarity pursed her lips. "No, I'd sell them my soul if meant Twilight's lungs breathed air again."

"Ah'd give my hat up for good for her." Applejack added.

The other girls eyed her for her minimal offering.

"Wut? Sweet Apple Acres ain't mine ta' give!"

Rarity and Rainbow tilted their heads upward in thought, then admitted that was true.

Pinkie swept her hoof across the controls, uncharacteristically quiet.

"What would you give, Pinkie Pie?" Rarity questioned, sliding onto her belly.

Pinkie weakly lifted her head up at her, then turned her attention back to the controls. "Nice ponies go to special places when they die...so...Twilight would go there, right?"

"Eeeyup. She would..." Applejack looked the bridge window. "Say, does anypony else see...we're headed for tha' cave we hid with Starscream in?"

Rairty and Rainbow Dash jerked their heads upwards to see that the ship was indeed heading towards the mountain they hid, and was going to crash headfirst if they didn't alter the course.

"Why is the ship..." Everypony's eyes drifted towards Pinkie, standing on the controls and smiling with a highly relaxed look in her eyes.

"Pinkie...?" The three asked worriedly.

"Twilight is a good pony. Good ponies go to special places when they die. We're good ponies...aren't we?"

"Eeerr...yes?"

"Yeah!"

"Of course, dear."

"So..." Pinkie continued. "We'd go to those places too, right? So if we die...we can see Twilight again." She smiled, a peace in her eye like she had transcended this plane of existence.

Everypony was mortified.

"Pinkie, that's insane!" Dash protested. "Well, I guess since you're Pinkie and all that..." Dash shook her head to clear it. "No. No! THAT'S INSANE!"

"Pinkie, darling, Ah appreciate that ya want to see Twilight again." Applejack assured her. "Really, Ah do...but this isn't the way to do it."

"I know you feel that way, Applejack." Pinkie's tone was that of a mother comforting her child. "But everything will be okay...we'll see Twilight Sparkle again, and we'll wait for Fluttershy to come join us." Pinkie whirled around and started advancing towards a different control panel. "I know you'll try to change the ship's coordinates, so I'm locking them in."

Rainbow Dash, Rarity, and Applejack's eyes widened.

"Quick!" Applejack barked, taking control of the situation. "Grab her!"

Rainbow Dash leaped up into the air and used her wings to propel herself at Pinkie. She tackled the Earth pony to her side.

"Get off, Dash!" Pinkie yelled.

"No!" Pinkie twisted her neck around to look Dash in the eye. "Dashie, don't you want to see Twilight again?"

Dash faltered. "...I do..."

"Don't listen to her, Rainbow Dash!" Applejack commanded. "She's nuttier then a peanut spread!"

"Right!" Dash said, but her moment of hesitance gave Pinkie enough room to buck her off. Pinkie jumped into the air, trying to get at the control panel, but thankfully, Rarity grabbed her by the tail with magic before she could complete the jump.

"Come on, Rarity!" Pinkie protested. "Do you not want to see Twilight?"

"I _do _want to see her, Pinkie!" Rarity whined. "But this...this isn't the way."

Applejack gave Pinkie an angry glare which slowly gave way to a concerned grimace. "Uh, we may not have a choice." She pointed at the window. "It's Dreadwing!"

Sure enough, the form of a dark navy blue F-35 Lightning jet was rocketing about in front of the ship. Dreadwing swerved around in their field of view before blasting upwards out of their sight.

The four of them tensed up, expecting Dreadwing to come crashing through the walls of the ship. The sound of metal grinding alerted them that he was coming through the ceiling. They looked up to see not Dreadwing, but his two swords stabbing through the ceiling like a predator's incisors into it's meal. The two swords dragged through the ceiling with a _screeeeeeeeiiiiiiiinnk_, forming an 'X'. The two swords pulled back out, and Dreadwing punched his fist through with something clenched in it, which he dropped- a plated bomb!

Before anypony could react, the bomb hit the floor, it's fiery explosion tearing the ship in three- the front part they were in, the rear half which was removed from the middle, and the middle part that was blasted into burnt metals. The shock wave blasted Pinkie out of Rarity's magic grip and separated the rest of them from grabbing distance of each other. The ship third they were began plummeting, having lost it's ability to ascend.

"Everypony grab onto me!" Dash yelled.

Rarity and Applejack exchanged non-assured looks.

"Hey," Dash attempted to comfort them. "I held Rarity and three unconscious Wonderbolts, didn't I?"

The two of them nodded. Rarity jumped from where she had been tossed and used her magic to catch herself mid-descent and levitate over to Rainbow Dash. Applejack followed suit, leaping and attaching herself to Rainbow Dash with a single bound.

Dash was ready to take off when she noticed somepony missing. "Pinkie, come on!"

Pinkie hugged the steel rafter she been thrown next to and looked at them disappointingly. "I'll tell Twilight you said hi."

"Pinkie-"

"Forget it, R.D." Applejack reprimanded, gently smacking Dash's head. "She's not having any of it."

Dash started stammering and stuttering. "But...I'm loyal...I'm loyal! I won't leave you here to die, Pinkie!"

"You won't." Pinkie assured Dash, her tone still serene. "You're not leaving anypony, Dash. You're just taking two ponies out of somewhere they don't want to be. _I_ _want_ to be here, Dash."

Dash pouted, but conceded to this and started beating her wings, flying out of the wreckage of their ship without looking back.  
If she did, she might've noticed Dreadwing flying over the ship part Pinkie was in and dropping another bomb on it, utterly obliterating into smithereens.

The beat of Dash's wings were slow and mournful, just barely enough to keep her and her passengers aloft. Eyes closed in blind denial of it all, she gently floated down to the ground, where the burning shrapnel of what was thier ship awaited them.

Applejack and Rarity got off her and took a moment to gaze out at the ruins in longing. Dash brought her head up to join them.

"Celestia sent us here for nothing." Dash griped.

Too beaten and worn from the loss of another friend, Applejack and Rarity couldn't argue with this. Two of them dead, and one another of them probably off telling bedtime stories to Insecticons, and now they had no way off this planet, short of hijacking the entire Decepticon warship.

"Urrgh...Twilight? Are you there?"

The three of them turned their heads to see a scorched-mark covered hoof that seemed a raw shade of red from burns weakly raising out of the wreckage. The rest of it climbed up to reveal a similarly burnt Pinkie Pie.

"Pinkie!" Dash screamed. Pinkie responded to the sound, and her eyes widened at the realizing she had survived Dreadwing's bombing. She looked out to the fire and rushed towards, no doubt intending to throw herself into the fire. Dash tackled her and pinned her to the sandy dirt.

"Let me go, Dash!" Pinkie exclaimed, struggling to throw her off. She burst into tears. "I WANT TO SEE TWILIGHT AGAIN!"

Dash patted her on the back. "I know, I know..."

Applejack ran up to them and pulled out some rope from her saddlebag of holding and started tying Pinkie's legs together.

"Twilight..." Pinkie cried while Applejack fiddled with the knots.

"Come on." Applejack commanded, throwing the bound pink pony on her back. "We should call the 'Bots."

"What?" Dash snapped, turning defensive. "Why? So Miko can throw an ax into Pinkie's chest too!?"

Applejack took in a deep breath and signed. "Ah don't like it either, Rainbow Dash, but if there's another way to get off of this here world, then the 'Bots will know about it."

Dash bared her teeth, but remained silent.

Applejack put her hoof to her earpiece. "Applejack to Omega One...come in, Omega One..."

There wasn't any response.

"Scrap! They must not be willing to talk ta' us after the way we left..."

Rarity signed. "I don't suppose that hive Fluttershy was taking care of is in walking distance?"

* * *

Back in the Outpost, Jack and Miko sat on the couch with their arms crossed while Bulkhead and Arcee looked at them uncertainly, unable to really to say anything of merit.

"Jack, I would like to talk to you about your behavior." Optimus said suddenly, walking to join the two 'bots.

Jack got up and held up his hands. "I know, I know. Jumping in the way like that was-was stupid and irresponsible. It won't happen again, Optimus, I swear."

"Is that so?" Optimus questioned, raising a browplate. "A shame you feel that way, Jack. It takes some courage to stand up to our enemies and tell them that their goals are wrong. It takes substantial more to do the same to those we consider our allies."

Jack's mouth hung agape in surprise.

"And Miko..." Optimus added, turning to her. "While I do not condone the loss of life, I have experience firsthand the need to choose between myself and another...has Ratchet told you about Drixco?" Miko shook her head no. "Drixco was the first Decepticon I ever killed. I reduced him to his base components in a single shot. It was several years after this that I ever even learned his name."

Miko turned her head away, but she did feel a little better.

"Um...Optimus?" Raf piped up nervously. "Could I talk to you about something?"

"Of course, Rafael."

Raf shifted nervously. "Well...you remember earlier when Jack told Rainbow Dash wouldn't bring Twilight Sparkle back?"

"Yes."

"Well...that got me thinking...maybe...we can? You know what I'm talking about, don't you?'

Optimus kept a neutral face as he flash-backed, knowing full well what Raf was referring to.

Dark Energon...the substance which Megatron had used to raise an army of dead Cybertronians, Autobot and Decepticon alike, which had been buried on Earth and Cybertron each, and Raf had witnessed, brought Megatron himself back from the brink of death.

"No." Optimus said after a moment's consideration. "I am sorry, Rafael, your goal is noble, but I _cannot_ support the usage of Dark Energon for _any_ reason."

Raf 'hmm'ed. "Okay, Optimus...I understand."

* * *

Ratchet humbly carried the Energon cubes from hatchling to hatchling while Fluttershy continued fluttering from wall to wall, resetting the pods.

Static started buzzing. "Fluttershy, it's Applejack. Can ya hear me?"

Fluttershy removed her hoof from the pod she was working on and put it to her ear. "Yes, Applejack, I can hear you."

"_Dreadwing blew up the ship! Can ya send Bob over to pick us up?... We'll help with the hatchlings._"

"Oh, of course! Bob, did you hear that?"

Bob shrieked affirmatively, then transformed and took off through the hole in the ceiling.

Ratchet shifted nervously as he gave another hatchling a cube. "..."

Fluttershy noticed. "Is something wrong, Ratchet?"

Ratchet signed. "I just don't feel comfortable with seeing your friends again after...after Miko."

"Oh, Ratchet!" Fluttershy whined. "I know that wasn't your fault...and, I may have lost a friend on this mission..." she smiled warmly. "But at least I got a few new ones. Bob and-"

Fluttershy looked to see Ratchet had left.

"...You."

* * *

Inside the Griffin Rock laboratory, Frankie Green wandered through the impressive array of shelf's filled with technology left there by not only her father, Doc Greene, but by the scientists who had preceded them as head scientist of Griffin Rock.

"Daddy, where are you?" she called out.

"By the tables, dear!" Doc Greene responded.

Frankie hurried over to the tables to see her father messing with a toaster, trying to use tongs to shove a green sticky substance into it.

"Daddy, are you experimenting with the Squilsh again?" Frankie asked with concern.

"Don't worry, my little Einstein." the Doc assured her. "I've taken all the precautions! It should be fine!"

Frankie frowned, not at all assured. She pointed towards the door. "I'm going to see Cody." _and warn him you're messing with the Squilsh again..._ she added mentally.

She made her towards the door, but just as she reached her hand out for the knob, the doorbell rang. Frankie put her ear to the door. "Who is it?"

"Twilight Sparkle!"

"I've never heard that name before."

"Oh, that's okay. I only just got here to Griffin Rock. I was told this place was the laboratory? I was hoping there would be some scrapped tech here I could have."

Frankie nodded and opened the door. "Well, I don't see why...not."

There was a purple unicorn in the doorway. She seemed to have white bloodshot in her eyes, and her mane and tail were all frazzled, and she kept making erratic twitches, taking heavy breaths like she was undergoing...withdrawal? _Unicorns don't get withdrawal!_ Frankie thought to herself. _Do they?_

The unicorn waved. "Hi! You're..."

"Uh, Frankie Green...You're a unicorn."

"Yes, yes I am." Twilight told her proudly. "May I come in?" Frankie said nothing, but moved aside, allowing Twilight to trot in.

"So, anything here?" Twilight questioned, walking to the shelf area and levitating miscellaneous items off them. "Anything...broken or outdated?"

"Frankie," Doc Green questioned, walking towards the source of noise. "I thought you said you were going to see...Cody." Doc bumped into Twilight levitating the various devices and was slightly flabbergasted. He pointed. "You're a unicorn!"

Twilight lowered her eyelids irritably. "Yes, yes...I thought we went through this already. Twilight Sparkle."

"Er, Doc Greene... Can I help you?"

"Yes. I'm looking for some broken machines that I can-...salvage for spare parts. Do you have any here?"

Doc Greene cupped his chin, then snapped his fingers. "The Tracers!"

"The what?"

"The Tracers are robot bugs designed to teleport the island's inhabitants to safety during a disaster." Frankie explained. "Unfortunately, they just have an on/off switch; They don't know if there's a disaster _actually_ happening, so when daddy accidentally activated them, we had to smash them all to get them to stop."

"I'll go get them." Doc announced, Twilight and Frankie walked behind him as he led the way to the shelf containing the Tracers' canister, Twilight's labored breathing giving Frankie

"So, Twilight Sparkle..." Doc Green questioned as they walked. "Where exactly did you come from?"

"The country of Equestria." Twilight answered. "It's, uh...really far away."

"How far?"

"Very far. You humans probably couldn't get there."

"We should tell Chief Burns about this!" Doc exclaimed. "Their Robots have proven able to overcome difficult terrain. I'm sure they wouldn't have any problem getting there."

Twilight grit her teeth. "Eh, I'd prefer if you didn't do that. The less humans that know about me, the better. The only reason I'm even showing myself to you at all is out of... necessity. Uh, complex unicorn laws."

Doc's and Frankie's mouths curled into 'o's of surprise, but they nodded and crossed their chests with their arms. They had read stories about unicorns before, and if unicorns themselves were real, who's to say that the rules of fae folk in those stories weren't?

"We understand, Twilight Sparkle. Your secret's safe with us."

"Here it is!" Doc green announced, pulling a canister off a shelf. He uncapped it, showing the contents to be smashed, purple robotic beetles with yellow heads and four yellow legs with a dark blue underbelly.

"AH!" Twilight exclaimed, backing away. "Why do you have Parasprites in your container?"

Doc Greene and Frankie exchanged concerned looks. "Er, Twilight Sparkle, these are the Tracers." Doc tried to assure her.

Twilight eyed him suspiciously, then approached the container to look inside of it, eventually seeing the differences between the Tracers and Parasprites. "...So they are."

"Here." Doc Greene closed the canister and offered it Twilight, who took it with her magic. "Be mindful of their programming, Twilight Sparkle. We don't need a repeat of the incident."

"I will keep that in mind, Doc." Twilight assured him. "and thank you for keeping me a secret."

"No problem!" Frankie assured her as she left. Just after she did, Frankie got a call on her phone. "Hey, Cody! What's up?"

"_You just gave that unicorn the Tracers!_" Cody yelled with panic through the phone.

"How did you know that?"

"_Security cameras._"

Frankie facepalmed. The cameras, of course. "Well, why is that a bad thing?"

"_She wants to rebuild the Morbot_!"

"What? Why?"

"_I don't know. But I do know it's not for anything good. Can you follow her? Maybe find out what she's up to?_"

"I'll try." Frankie hung and snapped her cell phone shut, then bolted out the door in pursuit. Now outside the lab, she heard tiny metal clanging from behind the bushes. Tiptoeing in her sneakers, she cautiously push the bushes to see Twilight Sparkle laying on her haunches, the canister upside down in her hoof, dumping the Tracers on the ground in a pile.

Frankie raised her eyebrow. What was Twilight doing?

To Frankie's surprise and horror, Twilight raised her hoof to her head and skewered it with her horn, allowing fresh, Dark Energon-tainted blood to flow from it freely. Twilight held the bleeding hoof over the Tracer pile and began flaining it like a salt shaker, causing the purple ichor to drop down from it and cover the broken Tracers in the foul substance. It absorbed into the Tracers, and they whirred to life. They started flittering about in a swarm in front of Twilight's face.

The Dark Energon crystal in her chest started glowing and pulsing, and Twilight's heavy breathing started lightening up. She gasped in relief. "_Oooohhooo_...Symbiosis...achieved." The Tracers, now bound by the D.E. to Twilight Sparkle, rested themselves on her mane, tail, and back.

"Symbiosis?" Frankie questioned. "What does that mean?"

Much to her dismay, Twilight getting up and turning around to face her made her realize she asked that out loud. "Symbiosis;" Twilight answered. "A state in which two items are interdependent on each other."

There was a _beat _as the two of them realized that Frankie had been witness to to Twilight's 'resurrection' of the Tracers.

Twilight's horn started glowing, gathering light and energy. Frankie threw her hands up in surrender, thinking Twilight was about to blast her, but a flash of purple magic blinded her instead, and when everything quit swimming in her vision, Frankie could see that Twilight -and the Tracers- were gone.

Frankie whipped her cell phone back out, intending to call Cody back and tell him what happened, but honestly, she wasn't entirely what _had_ happened. She put it away and ran back into the lab. "Daddy?...We got a unicorn to catch."

Doc Greene looked at her disbelievingly, then held up a net. "I'm inclined to agree, my dear...There is less Squilsh on the table than before Twilight Sparkle walked in."

* * *

By the abandoned lead mine, Slias and some MECH agents were patrolling, having adopted the mine as a makeshift base. Morocco came walking up to them, not entirely in a good mood. "That unicorn of yours doesn't exactly know her place, does she?" Morocco snarled at Silas.

"She does know her place. She's just used to operating under different principles than the ones you or I use." Silas answered.

Before Morocco could complain further, the sounds of a jet engine alerted them to Starscream's approach. The Seeker floated in the air before transforming and landing gracefully on his stiletto-like feet. "Nothing! Not a single scrap of Dark Energon anywhere on this blasted island! Silas, I really must request we call this mission a failure and refocus our efforts on repairing Nemesis Prime!"

Silas cold demeanor was unfazed. "Twilight assures me that completing the the first objective will lead to the completion of the second."

"I'm sure it would, if the first objective could be completed to begin with!" Starscream tensed his claws in agitation. "There's no Dark Energon on Griffin Rock!"

"Twilight assures me there is."

"Well, She's wrong!"

"I'm wrong about what now?"

Starscream turned around to see Twilight Sparkle approaching, covered in...robot...ticks? "Oh, Twilight!...How long have you been standing there?"

"Not long enough." Twilight answered. "What's the problem?"

"Starscream has been unable to locate the Dark Energon you say is here on Griffin Rock." Silas answered.

Twilight groaned in frustration. "Uuuggghh! You too, Starscream? I might've thought a Seeker would know how to...well, seek!" Twilight shook her head. "Never mind that now. I think we should get Morbot parts now. I want 10 men to raid the rescue station-"

"Er," Morocco spoke up. "Madam Sparkle, you are ordering..a raid?"

"Yes. Why?"

"Well, a raid to acquire the Morbot parts? Why use force to achieve your goal..." Morocco held up a golden sphere with a purple band on it, a red circle with a spike inside of it and a curved line running through the spike imprinted in the purple band- Morocco's stylized 'M' logo. "When you can use _subtlety_?"

Twilight eyed the sphere curiously. "What did you have in mind?"

Morocco smirked and pressed a button on the sphere, and it started beeping.

"Jailbreak."

* * *

The Burns family and their Bots rolled (or flew) over various parts of Griffin Rock, all on edge after their encounter with Twilight and communicating their findings.

"_I still don't understand why you didn't arrest that unicorn when you had the chance._" Heatwave grumbled through the dashboard.

"Dad says it's because 'a conservation is 'insufficient evidence'..." Kade irritably answered, feeling quite the same way about the situation as Heatwave did. "

"_Hrrrn..._"

"_I feel I should point out that this 'Twilight Sparkle' did not actually say what she was going to to use the Morbot for, merely that she did intend to use it for rescues; For all we know, she meant to use educate aspiring engineers or for a recreational activity._" Chase interjected.

"_I'm not getting anything._" Dani reported.

"_Same here. No sign of Twilight or anything._" Graham added.

"Cody," Chief Burns addressed through his comm-piece. "Do you see anything on the cameras?"

"_Yeah, I do! Twilight was just at the lab!_"

The Burns family had the natural reaction of concern.

"Are Doc Green and Frankie all right?"

"_They're fine, but Twilight tricked them into giving her the Tracers and she did-something to them, then she just...disappeared into thin air!_"

"Disappear?" Kade asked incredulously. "Cody, unicorns don't just disappear into thin air!"

"Maybe not." Graham agreed. "But Cody said she had the Tracers, remember? She could've used them to teleport."

"_Wouldn't that put her in the unstable shelter?_" Blades inquired.

"It would." the Chief agreed. "Let's head to the shelter and see if we can figure out her next move."

"_Uh, that may have to wait._" Cody said.

"Why?" Kade snarled.

"I_t's Doctor Morocco! He's back!_"

Heatwave grit his teeth. "_Morocco must have some pretty big brass coming back._"

"_Yeah, he does, and he's about to blow up the jail!_" Cody yelled.

"_What? Why?_"

"Never mind that! Everyone get to the jail, now!"

Outside the jail, Morocco sneakily slid against the outside wall, not being noticed once on the prison's cameras by Barney, Chief Burns' incompetent lackey. Once he had reached a part he deemed ideal, he whipped his spherical grenade and dropped it, then calmly walked away, waiting for it to explode.

The Rescue Bots quickly converged onto the jail, looking for any sign of Morocco. With the exception of Blades and Dani, everyone got out of their Bot, and the land vehicles transformed to their robot modes with their optic guards down.

Chief Burns instantly took charge to the situation. "Graham, you take Boulder and use his sonar to check if's anything underground. See if Morocco used an deep-boring device. Heatwave and Chase, you stay out here and catch any prisoners that Morocco may have already let out."

Kade pointed to himself. "I'll go inside and make the prisoners still there don't get any ideas."

Chief Burns nodded. "Good idea."

Unfortunately, just as Chief Burns was about to give Dani and Blades their instructions, the grenade went off, startling everyone and blasting apart a side of the jail.

"New plan:" Chief Burns announced. "Everyone get inside and make sure everyone's okay!"

"Everyone, Chief?" Chase questioned. "I don't understand. Aren't the prisoners inside jail the law-breakers?"

"Yes." Chief Burns answered. "But if they _deserved_ getting blown up, we would've done that in the first place. Now let's move!"

They quickly marched their way over to the side of the jail that was on fire, Dani directing Blades so that his downdraft started clearing the smoke. Heatwave and Kade wasted no time in getting their hoses ready and blasting at the fire full-force. When they gotten enough cleared, they could see Barney laying on his stomach with limbs sprawled out.

"Barney!" Chief Burns rushed over to him and tried to shake him awake. Thankfully, Barney quickly came to with a cough.

He looked up at the Chief. "Chief Burns! Evan and Myles! They used the -_hac-haff-_ explosion to cover their _-gaph-_ escape!'

Graham scratched his head. "I don't understand. Are Evan and Doctor Morocco working together?"

"Maybe, maybe not." Chief Burns answered. "Evan doesn't strike me as the type to pass up the chance to get out of jail, however it came about. We need to find them."

"Chief, over there!" Chase announced, pointing over yonder, where Evan and Myles in their mobster sweaters were running off, laughing in their freedom.

"I'm on it!" Boulder started running towards and he leaped into the air and transformed, landing his heavy tractor mode on the ground. When the shock wave from that didn't prove enough to stop the thieves, he raised his scoop and slammed it. That was enough to knock Evan and Myles off their feet and onto their bums.

Before they could get back up, Chase tromped over and grabbed them both by their collars. He started talking to them in his 'robot' voice. "_I feel the...need to inform you that the more you attempt to escape your sentence it will be extended when you are inevitably caught._"

"Put them in another cell for now, Rescue _Ro_-Bot." Chief Burns instructed. "Theirs was caught up in the explosion."

Chase nodded, and walked back towards the hole in the jail wall while Graham and Kade made sure Barney was okay. Then, Chief Burns' comm beeped.

"What is it, Cody?"

"_It's Twilight Sparkle and Doctor Morocco!_" Cody yelled. "_The explosion at the jail was a distraction so they could get to the base! They're looking for the Morbot parts now!_"

"Cody, are you all right!?" Chief Burns demanded, his concern for his son being more important than anything else.

He didn't respond.

"Cody? Cody? CODY!"

There was a _thump_ through the comm which sent chills down Chief Burns' spine.

The comm beeped, hanging up. Chief Burns looked towards his team and saw them approaching.

"We heard everything." Kade said. "We need to get to the station!"

"That's right..." Chief Burns looked around. "Where's Dani?"

"She already left." Graham answered.

"_Hrrnn_...We need to _stop_ talking and _start_ rolling." Heatwave snarled, banging his fists together.

* * *

Cody winced, Morocco grabbing him and carrying him by the shoulder from room-to-room as he and Twilight looked for the parts. "Ow-ow-ow!"

"Easy with him, Morocco." Twilight said, using her telekinesis to pry open a kitchen cabinet and looking inside it in search of it of some sort of secret entrance to where the parts might've been. "He's only a foal."

"I'm a _what?_" Cody questioned.

Morocco sneered. He didn't have any qualms manhandling Cody, especially with his role in Morocco's defeat, but Silas had warned Morocco that Twilight was a 'valued asset' and to tread lightly on her moral ground, lest she start to question MECH's purpose.

Twilight whipped and whirled about the station, not finding anything on the parts' whereabouts. She started giving instructions from another room. "...Morocco. Bring Cody in here, would you?"

Morocco begrudgingly did so, bringing Cody into the room Twilight was in and dropping him to his knees in front of her. Cody looked up at Twilight with a grimace.

"Thank you, Doctor...now, I'd like to talk to Cody alone."

With a curious eyebrow, Morocco left the room.

Now alone, Twilight used her magic to pull the door closed and lowered the lights, turning the glow in her purple eyes into the only source of light. Cody was, putting it lightly, totally freaked out. He backed away on all fours. Twilight took a step forward, resetting the distance between back to what it was.

Cody took in a deep breath. "W-what do you want?"

Twilight smiled comfortingly. "All right, Cody, I'm going to tell you something very alarming, and I want you to not be alarmed, okay?"

Cody could only nod.

"You know those transforming rescue vehicles your family uses? They're alive and thinking."

The first thought to cross Cody's head at this was _"Oh scrap, she knows!"_ the second was "_Okay, Cody...just play it cool."_

Courage returned to him by the knowledge the Bots' secret was depending on him, he got to his feet and pointed at her. "That's ridiculous!"

Twilight's smile flickered. "I know it sounds silly, but look!" Her horn started glowing, and a light shot off it that turned into the Autobot insignia. "See this? This is the symbol of the Autobots. The Autobots are a race of giant, transforming robots waging their war on your planet, battling with their enemies over who gets to be dominant." Twilight's horn glowed again, and the light turned into the Rescue Bots insignia- exactly the same as the Autobots, except with the addition of a life-saver shaped silver ring around it. "The symbol of the Rescue Robots." Twilight explained, even though Cody already knew.

"But there are some humans who are trying to keep either side from taking over." Twilight said. "MECH, a group of crusaders dedicated to the protection of the Earth from all Cybertronians. Morocco's a good friend of theirs."

Cody couldn't pressures a scoff. Morocco, a friend?

Twilight started trotting in circles around the room. "Now, there's something I need from Griffin Rock, Cody. You know what that is?" Cody shook his head no. "Dark Energon! Me, Morocco and Silas haven't been able to find any of it on Griffin Rock...but I KNOW it's here! That's why I need the Morbot, Cody. The more hooves I have looking for it, the sooner I'll find it."

Cody pursed his lips, uncertain. "Say, is Dark Energon the stuff you used on the Tracers?"

"Why yes, yes, it is."

"And the thing in your chest?"

"Mh-hm."

Cody curiously raised his finger to fiddle with it, but Twilight's hoof stopped it midway. "I'd prefer if you didn't touch it, please."

Cody drew his hand back. "O...kay. Sure."

Twilight suddenly shivered violently.

"Hey, are you all right?"

"No, Cody, I'm not. See, I died, then I came back to life through the Dark Energon. Ever since, I've been having these horrible cravings- the need to achieve symbiosis with other Dark Energon-infused beings. I need the Morbot to find the Dark Energon! Its destructive properties should reveal the Dark Energon's hiding place!"

Cody tilted his head. She _died_? But the question that came out of his mind was "You know, if you haven't found this...Dark Energon stuff yet, how are you sure it's on Griffin Rock?"

"Because!" Twilight snapped, turning violent. "I can sense it! It's here! I _know_ it's here! I can _feel_ its presence through my magic! It HAS to be here!"

Cody waved his hands. "No, no, what I meant was...are you sure it's now somewhere off the island? Like in the sea or something?"

Twilight paused, then got stars in here eyes. "Cody, that's brilliant!" she scooped him up into her hooves and gave a smooch on the cheek, which made him feel all kinds of awkward. She put him down and started ambling about the room. "The sea...that's it! That must be the answer!" She stopped walking and cast her gaze back towards Cody. She turned back around and approached him, cupping his chin with her hoof. "You know, Cody, MECH and I could use a smart kid like you..." she took her hoof and teleported behind him and curled her rear legs and tail around him like a snake. "What do you say?"

"I say-" Cody paused. He _was_ going to say that she was crazy if she thought the Rescue Bots were trying to take over Earth, but something prevented him. Something in his head which was telling him to say yes.

_But why yes?_ he asked himself.

_Two words._ A voice in his head that sounded suspiciously like Frankie's answered. _Covert...Ops._

"Uhh...yeah! Here," Cody said, brushing Twilight's tail off his shoulder. "Come on. I'll show you where the Morbot parts are."

Twilight turned the lights back and let Cody guide her out of the room, and subsequently showed where the Morbot parts where- somewhere in the garage she would've had to slide down the firefighter pole to get to. She did so, and while she was down there, Morocco came up to him.

"Hmmm...so, you've decided to help me and Madam Sparkle with our efforts, have you?" It was clear from the way he spoke he didn't believe Cody one bit.

"Uh, eeeeyup!" Cody said, giving Morocco two thumbs-up in a laughable attempt to convince him.

"_Cody, Morocco!_" Twilight called out. "_I found the Morbot parts, but I can't get them up through the post! Go outside and I'll teleport there with them!_"

Morocco eyed Cody, but they both complied, navigating their way through the rescue station and onto the lawn. They stood there waiting until Twilight appeared with her flash of purple light. The Morbot parts were coalesced into a convenient ball of scrap that was easy for her to hold in her magic. "Now all we have to do is-" Twilight was interrupted by a large scoop claw swooping down from the sky and grabbing the parts.

"Hang in there, Cody!" Dani yelled from Blades' cockpit. "We're here now!"

Blades rose up, but stopped suddenly.

"Blades, pull up!" Dani demanded.

"_I can't!_" Blades gasped. "_There's-something holding me!_"

Below, Blades' scoop claw was enveloped in the glow of Twilight's magic.

Twilight forcefully took a step forward, like Blades' scoop claw was dragging her down.

"Hang on, guys!" Twilight told them. The Dark Energon in her chest started pulsing...and the runic lines that so often adorned Megatron began appearing on Twilight, highlighting the exact pathaways of her veins and making her look like some two-tone purple ghost.

Cody's mouth formed into an 'o' at the spectacle. "Noble!"

Energy began gathering on the tip of Twilight's horn, and it expanding into a huge flash of light that when it had gone, so had Twilight, Cody, Morroco, Blades, Dani, and the Morbot parts.

Heatwave, Chief Burns and the others pulled up just afterwards.

"Dani?" Chief Burns questioned. "Blades? Cody?"

"Cody!" Kade screamed.

"You don't think that Twilight and Morocco...got him, did you?" Graham asked, stepping out Boulder.

"No way!" Kade insisted. "Dani and Blades were already here! They would've had to gone through them before they got to Cody!"

"Allow me to attempt communications with Blades." Chase said. Whirs and boops sound out from his dashboard, but that was it. "I'm sorry to report, Chief, that Blades isn't responding."

"No. No. NO!" Kade shrieked in denail.

"Easy, Kade. Dani's tough and while Cody's not a genius like Graham, he's pretty smart. As long as they're together, they'll be fine."

Chief Burns climbed back into Chase, where the Rescue Bot had a choice question for him. "Another white lie, sir?"

"No, Chase, it's not." Chief Burns told him forcefully. "At least...I hope it isn't_._"

* * *

At the lead mine, Blades and Twilight engaged in a tug-of-war while Morocco, Cody and company watched. The sun hung overhead, casting an ironically bright and cheery light on the scene.

Blades swerved. Twilight Tugged. Twilight tugged. Blades loop-de-looped.

"Grraaah! ENOUGH!" Starscream, frustrated at the stalemate, fired his arm-rocket, which hit Blades dead-on and sent him tumbling to the ground, the Morbot parts dropping out of his scoop claw. He transformed into his robot mode to ease the pain, Dani safe in his cock-pit.

"Uooog..." Blades groaned, rubbing his head sorely. "Are you okay, Dani?"

"_Yeah, I'm fine._"

Twilight, seeing the parts scattered on the ground, but in MECH reach, took off. "The Tracers! Where are the Tracers?"

"Wait," Cody questioned. "Didn't she teleport on her own? Why does she need the Tracers?"

"I'm not sure." Morocco answered. "Something about...symbiosis."

"Cody!" Blades exclaimed, letting Dani out and rushing over to him, but the MECH agents pointed their sabots at him.

Blades and Dani entered fighting stances while Cody tried to think of hands signals for 'undercover'.

"Okay, okay...I'm back." Twilight announced, reappearing, sounding very relieved and the Tracers hugging her like she was their hive.

"You let my brother go right now!" Dani demanded.

"Let him go?" Twilight questioned. "I think you misunderstand, ma'am, see, Cody's agreed to help me and MECH with our efforts here on Griffin Rock" Twilight scooped Cody up with her leg and nuzzled his cheek. "An intelligent mind like his could be better used outside of that stuffy base."

"Cody?" Dani asked, hurt. "Is this true? I mean, I know Kade gets dismissive with you sometimes, but..."

"Uh, eeeyup!" Cody answered, then started dancing weirdly. "MECH! Hee-he! Hoorah! Sis-boom-bah!" Unbeknownst to Twilight and Morocco, Cody had remembered the hand signals and worked them into his dance.

Twilight giggled. "Hmhmhmhmh...Cute dance, Cody."

Dani, catching on to Cody's scheme, put her arm over her forehead and did a mock-swooning motion. "Oh, Cody! How _could_ you?"

Blades, not knowing the hand signals, reached his hand. "There is no way I'm letting you go through with this, Cody-!" Starscream came over and menaced at Blades with his claws. Even accounting for his hunch, Starscream was actually shorter then Blades, but that didn't make the Rescue Bot feel any better.

"Hmm..." Starscream wrapped his claw around Blades' face and sized him up, tilting the Bot's head back and forth for Starscream to examine. "It's been quite some time since I've last seen an Aerialbot..."

"Nnngh..."

"Put them in the lead mine." Twilight instructed. "Their partners will likely coming looking for them...but if everything goes as planned, we should be long gone by then."

The MECH grunts pointed their sabots and other guns at Blades and Dani, and they both threw their hands in the air and obeyed as they pushed the two into the mine proper. Dani slickly turned her head back and winked at Cody.

Cody felt a heavy sign of relief pass through him with the knowledge that at least one of his family members knew he hadn't betrayed him.

"Sooner or later, the others are going to come for the Copter-Bot." Twilight said.

"His name is Blades!" Cody snapped, forgetting his cover. Morocco gave him a sideways glance.

"Before they come for Blades." Twilight corrected, not hearing the defense in Cody's voice, then turned towards the Morbot parts. "Let's get to work."

Morocco and Twilight approached the parts, with Cody hanging back to watch. The Tracers flitted off Twilight and started swarming the parts, teleporting them into a more manageable mess.

Cody gasped. "The Tracers!"

"Hmm?" Twilight said, briefly raising her head away from the parts. "Oh, yeah. I modified them. Now they can teleport anywhere at my command." Twilight's horn lit up, and in response, a Tracer flitted over and attached itself to Cody. It teleported him from where he was to about four feet to the side.

"Noble!" Cody picked the Tracer up and examined it. He looked around at the MECH troopers...and a terrifying thought occurred to him. The reality of what he was doing just came crashing down on him. He was working with armed men who probably wouldn't have any problem shooting him the moment his true loyalty showed, and the unicorn (who seemed nice...just kinda completely insane) had modified the Tracers to no longer have a pre-set destination...these men could use the Tracers to get into a bank, rob it dry, then get out before authorities could respond.

Faced with this, Cody hid the Tracer in his pocket so no one could see him crush it in his started walking backwards and bumped into something. He looked up to see it was Silas.

"Ah, Cody Burns." Silas greeted in his brisk, to-the-point voice, putting a hand on Cody's shoulder. "Twilight told to ask you about where the Dark Energon was."

"The Dark Energon?" Cody questioned. "Well, I don't actually _know_ where it is...I just thought you guys should expand your search. You know, look in the sea."

Silas seemed to consider this. "Cody, would you come with me and draw up a nautical map?"

"Uh...sure!"  
Silas turned Cody around and started wheeling him towards the side of the lead mine's entrance, where a computer and some other miscellaneous tech was set up.

* * *

Blades paced in the mining chute MECH had dumped him and Dani in. "I can't belive Cody would go through with this..."

"He's not, Blades." Dani assured him, sitting on a rock. "You saw that dance he did?"

"Uh, yeah." Blades snarked, crossing his arms. "The sis-boom-bah?"

Dani nodded. "He made some hand signals while he was doing it. Burns family code for 'Working undercover.'

"So, you mean...Cody hasn't abandoned us?"

Dani shook her head.

"This is great!" Blades raised his hand to his cranial module. "I'll inform the others!"

"No!" Dani yelped. "You can't! Those goons up there could intercept it and blow Cody's cover! Besides, comms don't work in the lead mine anyway."

Blades groaned and let his arms fall limp.

* * *

Twilight Sparkle and Morocco continued working on repairing the Morbot. They had gotten it's huge cylindrical blaster ready, laying like a felled log next the lower half of the robot, which was also completed, but only up to the waist, making it look like a pair of robot pants. Twilight shuddered forcefully, more so then before.

"Need to experience symbiosis again, Twilight?" Morocco questioned, banging a wrench on a part that would become the Morbot's claw-hinge.

"Actually, no..." Twilight said worryingly. "Something just happened to me...something strange...something about the Dark Energon..." Twilight quit her work and took a few paces away. "It's so weird! I mean, if didn't sound so ridicoulus I'd almost say-"

* * *

"-I'm hearing someone else's thoughts!" Megatron snarled, purple eyes glowing and claw tensely clamped on the Bridge's guide railing.

"Someone else's thoughts, My Lord?" Dreadwing questioned.

Megatron adjusted his grip on the rail. "Yes...Twilight Sparkle's, no doubt. Her connection to the Dark Energon grows stronger with every passing minute."

Dreadwing put his thumb to his mouth in thought. "Perhaps you may wish to send a dispatch to remove the Dark Energon from her, lest she reveal your secrets to those who do not need to hear them..."

Megatron glared angrily at nothing in particular. "I have already sent my troops after her once, and that ended in my Spark being extracted! Tell me, Dreadwing, what has changed between then and now?"

"The addition of the Insecticons, my lord."

Megatron nodded, then closed his optics in concentration, trying to 'hack' into his mental link to ascertain the location of his target.

"Dreadwing, dispatch an Insecticon...to Griffin Rock's lead mine."

* * *

_At Autobot Outpost Omega One..._

Arcee kept her servoes waved over the computer's keyboards, having taken up Ratchet's normal post of moniter.

On the couch in the human dwelling area, Jack and Raf attempting to comfort Miko. Jack just patted her on the back and stroked her hair while Raf pulled up online copies of books written by people who had themselves been forced to kill.

Bulkhead and Bumblebee rested their arms on a railing.

"You know," Bulkhead said in a low tone. "As much as Rarity hated getting down and dirty...now that she's gone, I kinda miss her."

Bumblebee agreed, dejectedly beeping out compliments on Pinkie. He had appreciated having somepony who not only could understand his bleep speech, but could talk back to him in it.

_Beep Bleep Beep Beep Beep Deeeeee Deep Do-ouut Do-ouut-Wheeeoooo._

"Well, I don't miss Rainbow Dash all that much." Arcee said hardily. "How she acted first, thought later, and- was always ready to throw her life on the line." Arcee turned her head away. "...Just like I do."

"How about you, Optimus?" Bulkhead asked. "You miss Applejack?"

Optimus was upfront in his response. "While I do not regret the loss of Applejack herself, I am remorseful she and her friends could not have left us on better terms."

Miko sniffed, no doubt guility. Jack hugged her in an attempt at comfort.

A very distinct sounding _niieeee-oop_sounded from somewhere. "What was that?" the kids exclaimed.

"That is an alert to an incoming call which I must now address." Optimus explained and started walking out of the room.

"Uh, Optimus?" Raf asked, raising a hand. "...Computer's that way."

"I am aware of that, Rafael."

Optimus tromped out of the room, leaving a confused Rafael entering the orange halls of the Outpost. He walked through the halls to a path the others hadn't been in. It lead to a narrowing sidewinding corrider that eventually took him to a desolate room with a computer in that looked older then the ones in the control room.

The computer he used for contact with the Rescue Bots.

Optimus had valid reason for trying to keep the Rescue Bots a secret- if Miko knew, she wouldn't shut up until Optimus had reassigned them to work with Team Prime, and they were far too young for that. Agent Fowler would probably feel the same way. In addition, the Rescue Bots mission on Griffin Rock was important if the Autobots were to remain here on Earth.

With a bleep, the computer screen showed Heatwave. "Greetings, Heatwave. To what do I owe the pleasure?"

"_We got a situation here on Griffin Rock._" Heatwave answered. "_I was hoping you might have some advice on how to deal with it._"

"Is there something happening that Cheif Burns is unable to instruct you in?"

"_Yeah. Try 'unicorn arrests.' You have anything like that back on Cybertron?_"

Optimus' browplates shot upward. "...Unicorn? Unicorns are a human myth, Heatwave."

Heatwave 'hrrn'ed. "_Tell that to Twilight Sparkle._"

Optimus looked at Heatwave gravely. "...I'm sorry, Heatwave. There is something which I have not told you...we are no longer alone on Earth...and Twilight Sparkle is dead."

"_All due respect, Optimus, your dead unicorn botnapped my pilot._"

Optimus stared in confusion for a second, then a thought crossed him; What if Rafael's idea to use the Dark Energon had been accomplished by MECH?

"Heatwave, there are extenuating circumstances involved." Optimus told him. "For your own safety, I must ask you and your team to stand down." Optimus cut the call off before Heatwave could protest.

He then hurried to back to the control room.

"Optimus?" Bulkhead asked, noticing his pace. "Something wrong?"

Optimus nodded. "Indeed there is, Bulkhead. Arcee, prepare the GroundBridge...we are going to Griffin Rock."

* * *

_At the Rescue Station..._

"Stand down!?" Heatwave exclaimed, banging his fists on the computer in a fruitless effort to get Optimus to respond. "Stand down!? Maybe you didn't hear me, Optimus _Prime_: Blades is being held hostage!"

Chase held up a finger. "If I may, Heatwave, despite common misconceptions, giving a machine an impact blow will not improve its technical performance."

Heatwave clenched his jaw. "Looks we're our own on this one."

Chase stammered. "Heatwave, Optimus has requested us to stand down."

"That's one way to look at it. Another is doing nothing."

Boulder rose his hand up. "Chase, Cody, Dani, and Blades could all be hurt."

"I am aware of that, Boulder, and while I agree that standing down is the...absolute last course of action I want to take, I mustn't let my personal feelings come before obeying the instructions given by my superior officer."

"So don't."

The Bots looked to see Chief Burns standing in the doorway.

"Chase," he said. "You and I are going to go on patrol until we find some trace of Blades and my kids." he turned his to Boulder and Heatwave. "Same goes for you two and Kade and Graham."

"Cheif Burns, Optimus' intentions were made quite clear-"

Chief Burns crossed his arms. "I'm sorry, Chase...were mine not?"

Chase opened his mouth, then closed it and nodded at Heatwave.

Heatwave banged his fists together. "Rescue Bots, roll to the rescue!"

* * *

In the pit of the lead mine they had been thrown into, Dani and Blades had traded places. Blades sat on a large rock while Dani paced.

"Uuuughh!" Dani groaned, raising her fists into the air. "I'm so bored!"

"We could play a game..." Blades suggested bashfully, tapping his fingers together.

"Like what?"

"...Hide-and-go seek?"

Dani rolled her eyes. "Blades, I don't want to play-wait-"

"What?"

"Be quiet for a minute, Blades!"

Blades covered his mouth with his hand, silently wondering what was making Dani so upset. It became apparent soon enough though.

"_Right, right..._" Twilight Sparke's voice could be heard echoing down from above. "_So this is the lighthouse..._"

"_Yeah._" Cody's answered. "_A lighthouse is a building that-_"

"_I know what a lighthouse is._"

"And over here is the Griffin Rock Triangle..." Cody continued.

"_Oh, please._" Morroco's voice scoffed. "_Everyone knows the Triangle is a ghost story._"

"_It's not, actually._" Cody said. "_The Rescue B-Vehicles helped find out what it really was._"

"_Cody? Remember when I said I knew what a lighthouse is? I don't know what the Griffin Rock Triangle is._"

"_Right, it's this area where ships mysteriously sunk. The ships were just fine, there was no bad weather or anything. The ships were just sinking. Eventually, me and my family found out it was a pocket of methane that was releasing pressure, causing a disruption in the tide that brought ships all the way down._"

"_...Methane?_" Twilight questioned.

"_Do you know or not know what methane is?_" Cody asked, having apparently caught wise.

"_...Cody, that's it._" Twilight said with realization.

"_What's it?_"

"_The Dark Energon is underneath the methane!_"

"_What? That' s crazy!_"

"_Excuse me, Cody, who's the unicorn with the Dark Energon and vast reserves of magic? Is it you?_"

"_No..._"

"_I thought so._"

"_But...the methane's been sealed off! How are you supposed to get it under it?_"

"_We'll tear the seal off, then put it back once the Dark Energon is our grasp._"

Blades gasped. "Twilight's going to completely undo all of Baranova's work!"

Dani snapped her fingers. "At least now we know what her plan is...but that doesn't do us a whole lot of good if we can't tell the others!"

"Dani, look out!"

"Huh?" Dani looked up to see an object falling down the pit, which would've landed on top of her if she hadn't tucked-and rolled away just in time. When the dust had cleared, she could see it was Twilight Sparkle with Cody clucthcing on to her back. Cody and Dani smiled awkwardly and forcefully at each other to let them Cody was on their side.

"Dani Burns!" Twilight squealed in greeting. "I need something from you."

"Oh yeah? Spill." Dani growled as she got to her feet.

"I need Blades' scoop claw." Twilight told her. "It has the just right weight-lifting capacity I need for the Dark Energon deposit."

Dani eyed her. "That's it?"

"That's it!"

"You expect me to just let you use my Rescue Vehicle, just like that?"

"Well, as you're not really in a position to argue..." Twilight said.

"Oh yeah?" Dani snarled, raising a fist. "How's this for an argument?" Dani shot it forward, sucking punching Twilight in the cheek.

Twilight's head remained turned away from the impact for a minute.

Cody whistled, making his way off Twilight's back. "Dani, you're my sister and I love you...but that was...not smart."

Dani scoffed. "I just punched a unicorn in the face! What could she do?"

As in in answer to Dani's question, Twilight turned her head back, lowered her horn at Dani, and blasted into a rock.

"Ooogh..." Dani groaned.

"Conuterargument." Twilight said pointedly.

"Fine..." Dani grunted, using the rock for support as she tried to get back up. "We'll cooperate."

"Glad to hear it!" Twilight clopped her hooves together.

Blades transformed into his helicopter mode, and Cody helped Dani limped into the cockpit. "Twilight, do you mind if I ride with my sister?"

"Not at all!" Twilight assured him before using her Dark Energon enhanced acrobatics to start leaping on the walls and jumping upwards like a monkey.

Inside Blades' cockpit and nestled snugly in the seats, Dani grumbled about the stupid lead keeping her from contacting the others. She made a weird noise afterwards.

"Are you okay, Dani?" Blades and Cody both asked.

"Yeah, yeah, I'm fine." Dani insisted. "Blades, start flying."

Blades' rotors started rotating, and he lifted off, navigating his way out of the pit and the mines, were the Morbot, now completed and in it's vehicle mode, was parked alongside a good helping of MECH's green cars. They couldn't see Morocco or Silas, but they were probably inside a vehicle. Starscream transformed and reluncantly let Twiligh inside his cockpit. Over a comm, Silas gave the word for them to move out.

There was a beeping noise. Cody and Dani scrambled about, eventually realizing it was Cody's comm.

"_Cody?_" Frankie asked through it. "_What's Dani's Rescue Vehicle doing over at the lead mine?_"

"Uh..." Cody stammered, looking to Dani for an answer. Starscream pulled up in the air beside them, and they could see Twilight giving a concerned look through the black plexiglass.

"...I don't know." Cody fibbed, then hung up. Twilight smiled at him, which didn't make him feel better.

Down below, some distance away in the streets, Doc Green and Frankie, in safari hats with butterfly nets, binoculars to their eyes, observed as Blades, a grey jet, and a detachment of green cars left the lead mine.

"I think you _do_." Frankie muttered.

"We should call Chief Burns about this." Doc said, pulling out his own phone and dialing the Chief's number. "Charles? It's Greene. Hm-hm, yes. Are you aware of the presence of a unicorn on Griffin Rock?"

"_Well, I, uh, I've heard some rumors, but..._" the Chief said, trying to keep discreet.

Well, Frankie and I were hunting for her, see, she stole something from the lab, and we found your family's helicopter departing the lead mine along with a jet and some green cars I've never seen before!"

"_Green cars? A jet? I'm sorry, Doc, but I'm have to ask you and Frankie to back off while we investigate._ "

"But what about the unicorn?" Frankie whined.

"_Uh, we'll nab her if we see her._ "

Doc Greene wrapped his arm around Frankie's shoulder. "Don't worry, my Curie, we can rely on Charles." He started guiding her away as the sirens from Chase and Heatwave approached, followed by the sirenless Boulder.

"All right team," Chief Burns instructed. "I want to know what those cars were, and what Twilight was doing at the lead mine."

"Right away, Chief." Chase saluted. The team rolled up the hills from the lane to the entrance of the mine, the Rescue Bots jettinsioning thier humans and transforming upon arrival.

"Fan out." Chief Burns instructed. "If there's any evidence about what Twilight and Morroco are up to, we'll find it faster if we split up."

Boulder and Graham went to the left of the cave, while Heatwave and Kade went to the right. Chief Burns and Chase remained outside.

Graham knelt down and examined the dirt. "There's definietly been some activity here. The ground is shifted from someone walking on it."

"Fat lot of good that does us." Kade snarled. "'Ooh! There WAS someone here!'"

"Come on, let's go." Heatwave snorted out. "There's nothing in these caves, and no sign of Cody...Boulder, quit trying to talk to butterflies!"

There was a fluttering noise that could be heard, which gave Heatwave reason to snap.

"Heatwave, butterflies don't like caves." Boulder told him. "And even if they did, I've learned that I have to use nonverbal communication with them."

"Then what's making that noise?"

"Chief!" Chase shouted from outside the cave. "Look! Up in the sky!"

Kade, Heatwave, Boulder and Graham all rushed outside to see what Chase was pointing at.

"Is a bird?" Graham questioned.

"Is it a plane?" Kade suggestioned.

"No..." Heatwave drawled. "I think it's...a giant beetle?"

There, up in the fading light of the sky, a shape of indeed, a green beetle twice the size of a bus was barreling towards them, it's holographic-looking pink and blue wings moving up and down at rates that blurred their appearance. It touched down some distance away, it's wings slowing down until they stopped and folding back into it's carapace.

"This area is currently under investigation." Chief Burns tried to inform it. "We're going to have to ask you to leave."

It stayed put.

"Sir and/or ma'am" Chase said in his robot voice. "If you do not turn your vehicle around, we will confiscate it."

The creature reared up and shrieked, parts beginning to unfold and shift around on it's body until a hunchedbacked robot with a demonically pointy appearance and large enough to overcast all three of the Bots stood before them.

Heatwave, Boulder and Chase exchanged looks.

"Did anyone invite a friend of theirs over?"

"Not without authorization."

"Wasn't me." Boulder took another look at it. "Though maybe we should welcome it..."

"Boulder, that's-" Heatwave's sentence started too late, as Boulder had already began to approach.

"Hi!" Boulder said with open arms. "Welcome to Griffin Rock!"

The creature leered at him for awhile, before roaring and charging at him. It flung him off to the side with a single swipe of it's huge claw.

"Boulder!" The rest of the team exclaimed.

"Hide!" Chief Burns ordered his sons. The three of them ran over to some rocks and ducked behind them.

"That's it!" Heatwave aimed his wrist-mounted water cannons at it and started blasting at it full-pump. The massive pressure of water didn't seem to even faze it. It lumbered forward and smashed it's claw against Heatwave as well, causing him to slam agaisnt the outside cave wall. Then it turned to Chase.

Chase readied his fists. "You are interfering with a police investigation-" It batted him aside as well.

"A direct assult doesn't seem to be working." Graham observed, he and the other humans peering from behind the rocks.

"Yeah, I got that." Kade growled, tossing his hands in the air. "So what do you have mind, Genius?"

"Kade, don't talk like that to your brother." Chief Burns scolded.

"Actually, Dad, I have an idea...Boulder, can you stand?"

Boulder groaned and pushed himself up. He rubbed his head sorely. "I...I think so."

"Can you jump?"

Boulder looked confused.

Heatwave and Chase, having recoved from the bot-beetle's intial assault, roved about the field, trying to keep the thing from hitting them again while they figured out a new tactic. They drove circles, so as to confuse the beast.

"Heatwave, Chase!" Boulder exclaimed, rushing over. "Lure that thing into the mine! Graham has an idea!"

"It better be a good one..." despite his grumbling, Heatwave did as told, swerving so that he and Chase rolled back into the mine's entrance. The demon followed them.

"_All right, Boulder, we're in. Now what?_" Heatwave demanded through the comm system.

"_Get it confused, then get back out of the cave._"

"_I must inquire, Boulder, if we are to leave the cave, then what was the objective in putting us in it in the first place?_"

"_Not now, Chase!_"

The two Rescue Bots began blaring thier sirens as loud as they could, which made the creature bring its claws to its head in pain. Outside, Boulder, in tractor mode, attempted to use his caterpillar treads to put him himself on the cave walls.

The beast still disoriented from the loud noise of thier alarms, Heatwave and Chase rolled out of the cave. The creature stumbled, still dazed, then shook it's head, apparently regaining it's bearings. It noticed the lack of prey, then turned around and galloped on all fours to the cave's exit.

"Whatever it is you're planning to do, Boulder, you better be ready to do it quick!"

The creature jumped up, intending to lunge at them. Boulder raised his scoop and slammed it agaisnt the cave's wall, causing a tremor that made it crack and crumble right down on top the creature, burying it beneath the rock and gravel.

"You are under arrest." Chase told it.

Heatwave crossed his arms. "...Yeah. What he said."

"Rescue Bots..."

Heatwave, Boulder and Chase looked to see who said that. To the left, nothing. To the right, nothing. Somewhere down the lane, Optimus Prime, Bumblebee, Arcee and Bulkhead stood, their blasters half raised- or half lowered.

Optimus retracted his faceplate and converted his hands out so he could clap. "Well done."

"Y-you saw that?" Boulder questioned.

"Just the ending." Arcee answered with a smile as the four of them walked up the hillside to meet.

"How come you didn't help?" Heatwave demanded, finger pointed and hand on his hips.

"We were gonna, but by the time we got here, you already had the Insecticon...heh, eating dirt." Bulkhead quipped.

Roaring, the Insection burst out of the rubble, claws bared and mouth wide in fury, but Bulkhead introduced it's head to his mace, knocking it unconscious.

"Not that it's my place to question an veteran Autobot such as yourself, Bulkhead, but at no point did the Insection engage in the consumption of dirt." Chase informed him.

Bulkhead tapped his chin plate with an uneasy expression. Looking at Heatwave, he pointed to Chase. "He always like this?"

"Yeah. Better get used to it if you're gonna hang around." Heatwave turned away from Bulkhead to Optimus. "So, what brings you to Griffin Rock?"

"When you told me that Twilight Sparkle had taken Blades hostage, I realized that she must have been brought back from the dead." Optimus explained. "I asked you and your team to stand down because you lack the experience to handle the sitchuation. Had you followed my orders, you would not have had to engage the Insecticon."

"If you're gonna start reprimanding anybody, Optimus, it should be me." Chief Burns said, gesturing to himself and getting from the rocks. "I ordered them back out into the field after you told them to stand down because I wanted to find Cody. Blades isn't the only one Twilight's been keeping hostage."

Optimus nodded. "Understood, Chief Burns. We will focous all of our resources on locating them. Autobots, transform and roll out!"

All seven Autobots present shrunk down into thier vehcular modes.

"_Heatwave, I told you-_" Optimus started.

"Optimus!" Chief Burns yelled over him. "Please."

Optimus turned silent for a moment...

"...I understand, Chief Burns."

A _pi-ping-pi-ping_ sounded out. Chief Burns answered his commtab. "Hello again, Doc. What's up?"

"_What is 'up'_" Doc Green answered. "_is that we hadn't heard from you in so long, we decided to follow those green cars, and you'll never guess where they're going!_"

"Where?"

"_To the docks! It appears that some men in gray suits seemed to be preparing an expedition out into the ocean._"

"Men in gray suits?" Arcee inquired.

"MECH." Optimus quickly deducted. "Chief Burns, tell this 'Doc' to evacute the premises. MECH will not hesitate to open fire."

Chief Burns nodded. "Doc, those men are criminals. You and Frankie need to get out of there, now!"

"_Oh! Understood, Chief! Come along, my little Einstein..._" Doc Greene hung up.

"Optimus, we have a boat that we can use. It's able to bear the Rescue Bots' weight. A few more robots shouldn't be a problem."

"Thank you, Chief Burns...may I, Heatwave?"

"It'd be an honor to hear you say it, sir."

"Autobots...Roll to the rescue!"

* * *

At the docks, the schooner that once was Mayor Luskey's was quickly becoming crammed between Twilight, Morocco, Blades, Dani, Cody, and the Morbot. Starscream, Silas, and Novo all hung back to guard the rear.

Twilight chipperly doubled checked preparations. "So, is everypony clear on the plan?"

Everyone nodded.

"My bombs will be used to weaked the seal on the methane..." Morroco started.

"Exposing the Dark Energon (that I'm still not sure is actually there)..." Cody contiuned.

"Which Blades and the Morbot will work togethter to lift..." Dani added.

"And then, just to be nice, we'll seal the methane back up." Blades finished. "...right?"

"Of course, Blades! Somepony went through some effort to plug up that hole! I would never be so rude as to completely undo it without fixing it!"

Dani raised a hand. "Then...why not just leave it alone?"

"Because right now, that Dark Energon is more important to me!" Twilight roared. She seemed to catch herself and took in a deep breath. "I'm sorry, Dani...that was uncalled for."

"At least you admit..._urrooogh_..." Dani groaned, wrapped her arms around her stomach, falling to her knees on the boat's surface.

"Dani?" Twilight and Cody both exclaimed, rushing to her aide. "Are you okay?"

"I'm fine." Dani insisted, gripping the edge of the boat to help herself back up. "We ready to take off?" she asks as she climbs into Blades' cockpit.

"Err, yes." Morroco said in his sneering drawl, turning the ignition on. The boat moved and sped out of the docks and onto the open ocean currents.

Inside Blades, the Rescue Bot couldn't help but disagree. "Are you sure you're okay? You're turning pale..."

As they drifted, seemingly aimlessly, but completely with the goal of the Griffin Rock Triangle in mind, Cody rested his arms on the boat's edge.

Twilight noticed and came over. "Is something wrong, Cody?"

Cody signed. "It's my sister...She says she's okay, but I know her. She could be dying and insist she's all right."

"Mmm...I'll look into it." Twilight lifted her neck over Cody's shoulder and nuzzled his cheek. "I really appricate everything you've done for me and MECH, Cody."

"Uh...you're welcome." Cody uncertainly replied.

Twilight removed herself from him and stared off into the distacne. "...Cody? Can I...tell you something embarassing?"

"Sure."

"Um...I was at the Griffin Rock laboratory, right? Well...I saw this green stuff..."

"Green stuff?" Cody raised an eyebrow. "Squilsh?"

"I don't know, maybe. But...something weird happened. It, like, hypnotized me, and I couldn't help myself...I...I..."

"You what?"

"I ate it."

Cody's mouth contorted in disbelief. "You...ate it."

Twilight turned herself away ashamedly. "Yes. Um, could you tell Doc Greene what happened if you see him?"

"...Suuuurrrrre."

"We've arrived!" Morroco announced, putting an end to the conversation. "The Griffin Rock Triangle!" Twilight and Cody walked up to the steering wheel to observe, not that there was much to look at.

"I'll get the bombs." Morroco told them and walked away.

Cody's eyes blinked involutarily. "Twilight? You said you were gonna have Morroco open the methane deposit up?"  
"Yeah..."

"The methane deposit...that had to be sealed off so ships would stop sinking in the area?"

"Yeah...I was gonna seal it back up when we done!"

"And...in between then and now?"

Twilight, seeing Cody's point, had her irises shrink in alarm. "Morocco! Stop-"

"Stop what?" Morocco questioned, his surprise causing him to drop his payload into the seas.

"Scrap!" Twilight and Cody swore. Within minutes, an explosion went off beneath them, making the ship rock gently. The sinking caused from the disruption of methane that soon followed, however, was not so gently.

"Morocco, Cody! Can you swim?"

"Yeah!"

"Can you?"

"I sink..." Blades said. "But I don't need to breath, so..."

The ship submerged into the water, taking the Morbot with it. Twilight, Morroco and Cody floated there on the surface while Blades took to the air.

"Dani, what do we do?" Blades shrieked through the dashboard.

"We..." Dani stuttered, her complexion going from pale to near-purple. "We..." She lost conciousness, her arms falling limply against the chair.

"Dani? Dani? DANI!" regaining his compusore for those in need, Blades lowered his winch so Cody could grab on to it. Cody reached his hand out and grabbed, and Blades pulled it up before Twilight or Morocco could latch on behind him.

"...Cody?" Twilight questioned.

Cody grit his teeth. "...Twilight, I have a confession; I was only pretending to work with you so I could help my family."

"Aha! I knew it!" Morocco snapped. "Well, obivously, I didn't know it...but I highly suspected as much!"

Twilight nodded. "Okay."

"Okay?" Cody repeated. "So...you're not mad?"

"How could I be mad?" Twilight questioned, smiling. "You were trying to help your family."

Cody smiled back at her. "Thank you for understanding." Cody tugged on the winch's rope, signalling for Blades to take off.

The lights of the _Darby Eva_, the Burns family's ship, came casted shadows over the mismatched duo. The shadows of the Autobots and Rescue Bots could be seen on it.

"I feel I should inform you, Twilight Sparkle, that I lost the Morbot's remote control when the ship sunk." Morroco said bitterly.

"Not to worry, Morocco...we can still turn this around." Twilight assured him, ducking her head under the water. As her tail floated there on the open water, Morroco could only wonder what it was she was doing. He might've said he heard a laser fire and a winch detach.

The _Darby Eva_ got closer.

"Doctor Morocco and Twilight Sparkle!" A powerful, aged voice boomed at them from the ship. "Surrender now and come aboard."

Doctor Morocco looked at Twilight's bobbing tail, came to the conclusion whatever she was doing wasn't working, and threw his hands into the air. Twilight popped her head back up just afterwards and started laughing manically.

"Hahahahah...Hahahah...HAHAHAHAHAHAHAHAHAHA-HAAAAA A!"

"What are you laughing about?" Morocco sneered. He suddenly felt something rising up underneath him- the Morbot! It was using its foot rockets to propel itself out of the water, and it's blaster arm had caught him! It grabbed Twilight Sparkle in it's claw and started flying higher upwards.

"I say, yours and my weight, Twilight Sparkle, shouldn't be making the Morbot's acceleration this slow..." Morroco noted the delayed rate at which the Morbot was rising. However, it became clear what was holding the Morbot down...was the giant cluster of Dark Energon hanging from it, its winch wrapped around it over and over and over and over and over and-...A humongous cluster the shape of the one Megatron had flung into Cybertron's surface, with the size to match.

"Autobots," The powerful voice from earlier commanded. "Open fire!"

"Sorry, Optimus Prime!" Twilight mockingly apologized at the direction of the Eva, blowing a mocking kiss at thier direction. "I win this round!" Energy began to swirl and coalsce on Twilight's horn, and she and everything attached to her-The Morbot, the Dark Energon, and Moroco via Morbot- disappeared in a blaze of violet light.

On the _Darby Eva_, Team Prime and the Rescue Bots looked onward at where the Morbot had been, then turned thier attention to Blades as he descended on the ship. The Copter-Bot transformed to his robot mode, Dani in his arms.

"Dani's hurt! What do we do?" Blades flailed.

Arcee gave Dani a scrutizing look, then gasped she recognized her problem. "Optimus! Dani's been infected with Dark Energon?"

"Ener-what?" Kade asked blankly.

"Never mind that!" Chief Burns swept at the air with his hand. "Arcee, how do we stop it?"

"We're gonn have to expose her to normal Energon." Arcee told him.

Optimus put his finger to his head to activate the comm in it. "Rafael, lock on to my coordinates, and prepare the GroundBridge."

"You got it, Optimus." The signuatre green portal appeared on the ship. Bulkhead and Bumblebee went on through it.

"Can I come with you? She's my partner!" Blades exclaimed.

Optimus slowly nodded. "Of course, Blades. Chief Charles Burns, I want you to know that we will heal your daughter's ailment at any cost."

Chief Burns tilted his head. "Thank you, Optimus...that's good to hear."

Optimus, Blades, and Arcee went through the Bridge, and it dissipated behind them.

"Uh, guys?" Boulder said, rasing a hand. "How much you do think they saw?"

"Think who saw, Boulder?" Cody questioned. Boulder pointed to the east. Everyone turned their heads to see a gray boat...

With Doc Greene, Frankie, and Professor Baranova standing on it's edge, all staring with wide-eyed expressions.

* * *

"Thanks for lettin' us bunker down with y'all." Applejack thanked Fluttershy as she and the others made thier way from pod to pod.

"Oh, it's no trouble!" Fluttershy assured her. "You are my friends, after all." She looked away. "I just wish Ratchet..."

"Wut?"

"Oh...Nothing." Fluttershy assured. Some spot away, neatly bound with rope and gagged with her own confetti, Pinkie Pie grumbled something muffled.

Fluttershy delicately floated to another pod, worked her magic on it, then turned to her friends with an extremely proud expression. "Done! Now all the pods we need are reset, and a few extre just in case. Now the hatchlings can go back into hibernating and mature into beautiful Insecticons like Bob!"

Dash eyed Bob, noting his pointed features. "Yeaah...Bob's...beautiful is the word that comes to mind about Bob."

Two of the hatchlings fluttered to Fluttershy.

"Oh, hello!" Fluttershy greeted them. "Are you two still looking for a pod of your own? There's some right over there..."

They started squealing and chittering.

Fluttershy put her hooves to mouth in surprise. "Oh my goodness, really?"

"Fluttershy?" Rarity questioned. "Do be so kind as to translate for us poor folk who don't speak Insecticon."

"They say the Queen is so grateful for everything I've done she wants to adopt me!" Fluttershy told them.

"Adopt ya?" Applejack questioned. "Doesn't adoption require y'all not have parents?"

Fluttershy ignored her. "I'd be honored." The two Insecticons flanked her on opposite sides, grabbed her with thier mandibles interlocking, and began carrying her towards the ceiling.

"Can you imagine?" Rainbow said, throwing her hooves into the air. "Fluttershy's going to be a Princess! She'll have tea with Celestia and be all casual with her without it being rude and a whole bunch of other, Princessey stuff!"

"Uh...say...exactly what part of the adoption' process is this?" Applejack inquried, pointing upwards where the hatchlings were carrying her.

"I don't know!" Fluttershy shrugged, more happy and honoured about being an Insecticon Princess to really pay attention to what Applejack was pointing.

Applejack's face lowered in concern. It looked like the hatchlings were carrying to one of the pods. If she didn't know better, she'd say...

Cables like microphone jacks shot out of the open pod and ensnared Fluttershy, taking her from the hatchlings' grasp and retracting themselves until she on the pod's inner top. (which was the bottom, but since it was on the ceiling...)

Fluttershy's words were perhaps the most appropriate.

"Uh-oh."

With a _chee-chee-choo-chee-chink_, the pod closed in on her.

"Fluttershy!" Everypony exclaimed.

"Get me out of here!" Fluttershy shouted through the pod.

"Wait," Rainbow Dash objected. "I thought you wanted to be an Insecticon Princess?"

"I didn't know that meant turning me into an actual Insecticon!"

"Well, what do ya want us ta' do, Fluttershy? You're the one the Queen entrusted with all that super-secret Insection know-how!"

"Find Ratchet! He'll figure something out!"

Dash bared her teeth. "Yeah! He'll figure something out! Like getting an nice, little ax annnnd..."

"Rainbow!" Applejack snapped. "We both know that wasn't Ratchet's fault. Now go find 'im!"

Rainbow crossed her legs and huffed, but relented, blazing up through the holes in the ceiling.

"Don't worry, Fluttershy!" Applejack attempted to comfort her. "We're gonna getcha' outta there!"

"Please hurry..." Fluttershy whimpered.

Up in the upper levels of the mine, Dash flew in and found nothing there (discounting Airachnid's corpse, which had started to crack) so she flew up out of the mine and took the skies over the forest. She flew back and forth, loop-de-looped and whirlwinded until she caught sight of a slowly-moving white and orange ambulance.

"There you are!" Dash muttered to herself. She braced herself, then came crashing down onto his hood.

"DAAAAAH!" Ratchet exclaimed, spinning out from his surprise. After he regained enough compsure to hit his brakes, his hood anteanne started pulsing, like it was taking deep breaths. Ratchet transformed to his robot mode and glared at Rainbow Dash. "By the AllSpark, Rainbow Dash, DON"T DO THAT! I could've crashed into something, and then where would you be?"

"Yeah, yeah, yeah, not important." Dash dismissed him. "Fluttershy needs your help!"

"MY help?" Ratchet questioned, putting his hands to his chest. "What could she possbily need me for?"

"She's being turned into a Insecticon!"

Ratchet raised a browplate. "Is that even possbile?"

"Apparently! Now get a move on, doc bot!"

"Exscuse me?" Ratchet asked, turning away. "What do you mean to _do_, exactly? She knows more about Insecticon biology then I do!"

Rainbow Dash flew around him until she was in front of hims. "She needs her friends, Ratchet."

"I thought you were her friend?"

"Yeah...I thought you were, too."

Ratchet's mouth hung open. "Rainbow Dash, I..."

Applejack and Rarity rose and lowered thier hooves, alteringly placing them on the ground in anxiety. Pinkie, still bound, couldn't do anything, but her eyes said enough.

"Oh, R.D...hurry up." Applejack muttered.

Ratchet came crashing through the roof, clearly tensed and ready for action. Rainbow flew in behind him. "Rarity, brief me!"

"The Queen's adopting Fluttershy and trying to turn her into an Insection! She's in that pod there!"

Ratchet looked at where Rarity was pointing, and began running to the pod in question.

"Fluttershy, hang in there! I'm going to get you out!"

Silence.

Ratchet bent his legs, then with a mighty bound, wrapped his limbs around the pod. He started pounding it with his fist repetiviely. When it became clear that wasn't going to work, he raised his right arm, transformed into his blowtorch, and applied the sparking bit to the pod's shell, eventualy burning a hole into it. He thrusted his fist with all his effort through it and into the pod and started reaching around for Flutteshy. He found her, then proceeded to yank her out of the pod, the stasis equipment leaking Energon as Ratchet's arm brutally tore it out of it.

"...Ohhh my." Ratchet said.

"What? What?" Everypony exclaimed.

"Is she okay?" Rainbow Dash meekly questioned.

"She's fine...I think." Ratchet dropped off the pod and held his hand out, letting them see Fluttershy in it. She seemed...different. Her tail had a streak of neon blur running through, her fur, now Insection hide, was a green color that changed to bronze as it went down her legs, orante, golden carvinsg running down her sides to her ribs. Her wings were now much larger, and the holographic wings of an Insection, rather then her own pegasi ones, her hooves had clamps around them, and her eyes were now diamond-shaped and orange, though they still had that round and adorable quality to them. Mercifully, her Cutie Mark was still visible.

She tried to hide behind her mane. "...Hello."

Rainbow Dash flew over and tried to comfort her. "Fluttershy, I want to you to know even you're some sort of...Insection-pony...thing, we'll always love you." Dash gave Fluttershy a hoofbump, intending to assure her, but instead, it startled her. Parts began folding out from under her and over her, her body began shifting, and when it was all over, there was pony sized metal ladybug standing in Ratchet's hand.

Ratchet's jaw dropped. "Amazing..."

Applejack pouted. "Amazin'?"

Ratchet scoffed and looked offended. "Do you not realize-no, wait, of course you don't, you're not from Cybertron-...we are in the presence of Cybertronian myth given form! A technoorganic being with the capability of transformation!" There was an undeniable SQUEE in his voice. "The possiblites! Quick, let's go back to base and we can start studying-"

Ratchet noticed Pinkie, Dash, Rarity and Applejack give him disapproving looks.

"Oh..." Ratchet said, squee now gone. "Right." ...Back to base with Miko...with Twilight's killer. "I'll just, uh, I'll just leave Fluttershy with you and be on my way, hmm?"

Optimus voice suddenly spoke through Ratchet's comm.

"_Ratchet, locate the ponies! Twilight Sparkle is alive!_"

Everypony's jaw dropped.

Ratchet put his finger to his head to respond. "Uh...located them!"

* * *

At the new MECH base, Silas and Starscream observed Nemesis Prime, still broken and unrepairable.

"Twilight Sparkle, you said once we had the Dark Energon, Nemesis Prime would be repaired."

"He will be, he will be, hold your ponies, Bishop..." Twilight assuaged him. "Bring it in, boys!"

Adam and Novo began wheeling in a huge trolley into the room. The cart had the huge Dark Energon cluster Twilight had liberated on it.

"So, Adam..." Novo whispered in an extremely hushed tone. "I noticed you weren't with us on Griffin Rock today..."

"That's because..." Adam stopped pulling for a moment and pulled out a pair of blueprints. "I was working on the eponymous Project: Discord."

Novo took the blueprints and examined. "Ooooh! I like." He gave them back, and the both of them started pulling the trolley again.

"That's good enough." Twilight told them. She gripped a part of the cluster with her magic and starting jerking at it, prying it free from the rock. She levitated over from the rock and above Nemesis Prime.

"Uh, Twilight?" Starscream asked with concern. "You're not doing what I think you're doing, are you?"

Twilight plunged the Dark Energon into Nemesis Prime's chest.

"You...are."

The Dark Energon crystal sunk into the doppelganger, and it was in no time at all the Nemesis Prime's optics, now purple, whirred to life. It-he stood up off his tray and began to gives his unused joints a work-out. "I-I-I-am-am-am-am-Neme-Neme-Neme- I AM NEMESIS PRIME, THE ULTIMATE IN HUMAN FIGHTING TECHNOLOGY."

"_This is a bad idea..._" Starscream quietly whispered to himself.

"Now, Bishop..." Twilight said to Silas. "With Nemesis Prime, repaired, we can begin prepations to-"

"Locate and attack Twilight Sparkle." Megatron rasped.

"Why?" Dreadwing questioned.

"Because, Dreadwing..."

"Because, Starscream...

"The Dark Energon..."

"Can only have..."

"_ONE _master!"

* * *

**Author's Notes:**

**I may not have gotten the lyrics to the Rescue Bots Theme quite right. If somepony points out any mistakes, I'd be more then happy to fix it.**

**I noticed something about the way Starscream was mourning Twilight last chapter. I meant for it to come off as more like a...a "Oh hey, she's dead! That kinda sucks, maaaan." rather then him...you know, CARING OR SOMETHING.  
**

**Additionally, I was rereading the past chapters and noticed the scene in 'Enemy Mine' where Megatron dismissed Dreadwing's concern about Airachnid's wound. See, this was supposed to be foreshadowing cause in one draft, I had Megatron turn on Airachnid and insta-kill her after she brought him the Insecticon...but since I went with the draft where it was Fluttershy who killed Airachnid...**

**I DO have a description for the Insecticon Queen, but I thought making her only heard, never seen, gave her a certain...mystique. But for what it's worth, I'll list the appearance here:**

**She, in her beetle mode, normally remains in her stasis pod, which much larger then the regular Insecticon's and bright, opaque yellow. Her beetle is more is huge and has bloated segments. Her wings, when displayed, are more like a butterfly's then a beetles, but are still the color of a normal Insecticon. Her rear abdomen has a blue orb on it, like a firefly's lightbulb. Her robot mode is six-leggged, her legs attached to her body via stalk. She's much larger then a normal Insecticon, with a modified, crown-looking head crest.**

**You know that thing I had about not wanting to make Chapters too large? I got over that. Trying to decide how much to cram into this chapter and how much could wait until the next one was one thing that caused the delay.  
**

**Fluttersecticon!  
**

**Edit: August 14 of 2012: Site member 'Azure Dragon of the East' pointed one lyric error in the theme song, and I have corrected it to according to what I perceived.  
**


	9. Wings of Wax

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

Across a Nevada plain, Fluttershy slowly walked through the sand, feeling the difference between her old pony hooves and her new Insecticon clamps in the desert material.

"Why?" A injured sounding female choked out.

Fluttershy looked to the left, then the right, before turning around and seeing Airachnid laying in the sand, covered in leaked Energon and looking hurt, physically and emotionally.

"Why...did the Queen chose you over me?" She barely manages to ask.

Fluttershy gave a psychotic lip-split smile. "The Queen chose me..."

A wretched screech came from Fluttershy's still-pony tail, but it didn't stay that way for long, turning into a extending metal stinger somewhat like the claw on Airachnid's extra legs. The tail continued growing in length until it was absolutely huge, large enough to wrap around even Bulkhead. She shot the stinger around Airachnid and wrapped her up like an anaconda.

"Because _you_ were _weak_."

"No..." Airachnid begged as Fluttershy's stinger started squeezing her, causing more Energon to leak and her innards to show. "Please...please, no! No, please!"

"NO!" Fluttershy screamed, bolting upright. She took note of her surroundings. Insecticon hive. Nestled on top a pod in her ladybug mode. Pinkie, Rarity, Dash and Applejack still recovering from the shock of Twilight being alive.

"It was a dream..." Fluttershy muttered thankfully. "It was just a...really bad dream."

* * *

_"Do not fly too high, or the sun will melt the wax in your wings. Fly too low, and the sea spray will wash it away."**  
**_

**Friendship Is Magic: Prime: Act III**

**Chapter IX: Wings of Wax  
**

**Episode Synopsis: Twilight Sparkle lays the foundation of her plan to siege the Decepticon warship.  
**

* * *

_At Autobot Outpost Omega One..._ **  
**

Miko, Raf and Jack all had their arms on the railings as they waited for the Autobots' return. The four Autobots metal steps echoed out from the GroundBridge, heralding their approach, but something seemed off. Like there was a fifth Autobot behind them. Arcee and Optimus came through, followed by Bumblebee and Bulkhead, who were, in turn, followed by a white and orange Autobot with an elfish-looking head, cradling a woman in a pilot's suit who was showing tell-tale signs of being infected with Dark Energon.

"Don't worry, Dani, you're gonna be okay!" The white mech told the lady in his arms. Then he noticed Raf, Jack, and Miko starting at him. "Uh...I mean..." Blades stiffened up and unfolded his visor. "I am a robot. Beep."

Optimus waved his hand over. "At ease, Blades. These humans are aware of our presence and true identities."

"Who's that?" Raf asked. He was referring to Dani, of course.

"Yeah!" Miko agreed. "Yo, Prime! Why didn't you tell us there was another bot besides Wheeljack on Earth?"

Optimus avoided her gaze. "There was...no need for it." pressing on, he pushed the communicator button on the main computer. "Ratchet, we need you back at base. Another human has been infected with Dark Energon."

"_Another_ human?" Blades wondered aloud.

Ratchet came scrambling through the GroundBridge, practically skidding on the floor in his rush. "Where is he? Where is he?"

"She." Blades corrected, raising Dani up for Ratchet to examine. The doc-bot wasted no amount of time in yanking Dani out of Blades' arms and hurrying her over to the RC Chamber with a speed that Blades actually found kinda frightening. "Uh...is he always like this?"

"I apologize for Ratchet's behavior. He has some personal demons about treating this particular ailment..." Optimus apologized.

Blades hesitated to be near Ratchet, but walked up aside the doctor to keep watch over his partner as the RC Chamber became filled with radiation.

"Optimus?" Jack questioned. "Something on your mind?"

"No, Jack."

"Yes there is." Jack told him. "Optimus, look, I may not know you like Ratchet does, but I've been around long enough to tell when something's on your mind. Your face gets all creased...more so then usual. So what's up?"

Optimus heaved a deep breath and signed. "Twilight Sparkle has been resurrected by Dark Energon."

Miko gasped. Jack was uncertain to how to feel. Raf had an instinctive question.

"Resurrected, like Megatron, or resurrected like Skyquake?"

"Given that she gloated about how she won the round, I have to lean more towards Megatron-style." Arcee answered.

Optimus tore his gaze from Jack towards Dani in the RC Chamber. "Additionally, Jack, I am...conflicted. Twilight Sparkle's friends have told me over and over of her bravery and reliability to her friends...yet...it was she who infected Dani Burns with Dark Energon."

Jack knew what the Autobot leader was talking about. Once, Optimus and Megatron had been close friends, so Optimus looked the other way amongst Megatron's crimes, but Raf being infected with Dark Energon was the straw that broke the camel's back- The Megatron that was Optimus' friend and mentor was gone, and not coming back. Now...now Optimus was afraid that the Ponies would repeat his mistake, letting Twilight Sparkle's assaults slide because she was their friend until it was too late, and somepony got seriously hurt.

Of course...an optimistic viewpoint was that Twilight didn't know what she was doing.

Raf grabbed the railings, trying to look over to see how Dani's condition was improving. The sound of horseshoes suddenly became audible. The three humans looked to Rainbow Dash, Rarity, Applejack and Pinkie Pie looking like she'd been on the edge of an explosion.

"Guys!" Miko cheered, running down the stairs to greet them with open arms.

They all gave her stern, disapproving glares.

"I mean, girls!"

"Wow." Dash said. "You just don't get it, do you? Just because Twilight came back to life, doesn't make_ killing her in the first place _okay!"

Miko took a step backward, then retreated back into the dwelling area.

Applejack turned her head towards Ratchet. "Ratchet, Fluttershy's ready. Just give the..." She noticed Blades. "Word. Who's this?"

Blades curled his hands into fists and pointed at her. "Your friend nearly killed my partner!"

The four of them were taken aback, then got angry.

"How dare you! First she dies, then you have the audacity to accuse her of giving somepony else the same fate?"

Blades tightened his grip on the railing, trying to ignore them. He had never liked fighting.

"Ah don't care if she is hyped up on Dark Energon! Twi would never do somethun' like that!"

"She totally did!" Miko snapped back.

"She did not, an' Ah'm offended y'all would even think that!"

"SHUT UP!" Blades snapped, unable to take it anymore. "Twilight blasted Dani, Dani got sick, that's all that happened, that's exactly what happened, and anything else is either not important or-or not true!" Blades huffed and puffed, tired from his outburst.

The four of them looked at Dani and absorbed her pale appearance. Twilight did this?

"So...does that mean we're even now?" Miko questioned. "You know, since I killed Twilight, Twilight came back, Twilight almost killed somepony so...I'd say that evens out?" She papped Jack on the back. "Right, Jack?"

"Uh...yeah, sure." Jack agreed, not really up to arguing with Miko at the moment.

* * *

Wooden towers were scattered about the area, standing upright and arranged in a position that would make them extremely difficult to maneuver through.

In a show of his abilities, Nemesis Prime swept and twirled through them, cutting them with his arm blades and reducing most of them to stumps. Twilight and Silas watched from afar with a rapt interest.

"Good so far..." Twilight noted.

The wood posts thus cut down, Nemesis Prime transformed into his cab mode and started furiously driving to the next part of the obstacle course laid before him. He drove straight through a wall intended to stop and onto a metal track that had been altered to replicate the friction of ice. He drove on it as effortlessly as he did any other ground. There was a similar metal track waiting for him once that one was completed. There was one more track like this he had to complete, then it was to a fighting section where cardboard standouts vaguely looking like Decepticons with disc launchers toys taped to them that were rigged to launch as they popped out from the ground.

"Remind me again why you chose a child's plaything instead of blanks for the training exercise, Twilight Sparkle?"

"I told you, Silas, it's because the launched discs do a better job at pretending to be Decepticon lasers then blanks do!"

"Hmm."

Nemesis Prime effortlessly swatted down the 'Con mock-ups, not being fazed by either the appearance of 'Knock Out' or 'Breakdown' but he flinched and gasped when 'Megatron' popped up. "Guh...ah...um, er, AAHHHHG!" regaining his composure, he started swinging his swords at the Megatron cut-out, cutting up beyond what was necessary to complete the test.

Silas' eyebrows furrowed. "Hmmm..."

"That's not uncommon." Twilight assured him. "I know would've reacted the same way to Megatron the first time I saw him- if I wasn't totally drug-happy at the time." Twilight suddenly let out a gasp of pain and put a hoof to her head. "Aggh...hello again, Megatron."

"_Hello, Twilight Sparkle. _" Megatron mentally greeted with a mocking politeness.

"Are you well, Miss Sparkle?" Silas asked.

"Yeah, just...talking to Megatron in my head."

"_I see your little clone of Optimus... is afraid of me. That does not bode well for your intent to invade my ship._"

Nemesis Prime turned his arms into blasters and aimed them at nothing. "Who's there? I am Nemesis Prime! I am a clone of no one! I am the most advanced technology ever built by humans! _And I fear nothing!_"

Twilight and Silas exchanged looks.

"_Hmmph! It seems your pet can hear me as well. Hear me, Nemesis Prime; Twilight Sparkle intends to use you to attack my ship. This will be a futile effort. Don't waste your time with it._"

"It will be a successful effort!" Nemesis Prime roared, still aiming his cannons. "Because it will have ME in it!"

Twilight 'hmm'ed.

"Pardon me," Morocco interjected, approaching the three of them in a lab coat. "But I believe I am working on something that may spark the good lady Sparkle's interest."

Twilight Sparkle let Morocco lead her to another portion of their base, where, to her surprise, what seemed to be construction was set up. What's more, it was multiples of the same construction site and materials over and over again.

Morbots. MECH agents were hard at work building extra Morbots.

"I felt they could give us the edge we need, as we are preparing for war against these...Decepticons, are we not?"

"Y-yeah." Twilight stammered out, still slightly taken aback by the veritable army in construction.

Morocco continued. "Well, with MECH's resources and COBRA's leftovers, I figured 'why not build an army of Morbots'. It really is quite brilliant, for you see, Bishop's troops will pilot the Morbots from the inside, eliminating that pesky issue of the Morbot's remote control..."

"COBRA?" Twilight repeated. "Who or what is COBRA?"

"Oh, DeCobray didn't tell you?" Morocco responded. "He used to have his own entire agency before some pesky renegades tore it apart. He packed up the remnants of his organization and offered his services to Silas while he attempted to get his good standing back...or, so I'm told."

Twilight 'hmm'ed. "Huh...hey, if we can build all these Morbots, why can't we just build more Nemesis Primes?"

"Budget costs." Morocco quickly answered. To prove his point, he held out a clipboard for Twilight to read. "We can make a dozen Morbots with the resources needed to make a single Nemesis Prime." He pocketed the clipboard, "By the by, Twilight, there's something I wanted to show you..."

Twilight followed Morocco to a completed Morbot, but being finished wasn't the only thing separating it's appearance from the others. It was slightly larger, as well as painted a subdued bright red.

"The Command Morbot." Morocco said. "I would be ever so honored if you would take it out for a test drive."

Twilight gasped. "I'd be honored that you'd let me do such a thing!" Twilight happily climbed up the building platforms and made her way into the Morbot's interior control. The red Morbot lifted it's arms, then rocketed off towards the sky.

"So that I can talk to Silas freely without worrying about his _precious _'cover'..." Morocco snarled once she had gone, striking a girly pose with his hands under his chin and leg raised into the air with sarcastic intent.

He noticed Adam staring at him with his arms crossed.

"Oh!" He exclaimed, looking over his girly pose, Slightly embarrassed, he put his foot back down and leered back at Adam. "How long have you been standing there, Mister DeCobray?"

"Long enough." Adam hissed back, unfolding his arms and approaching Morocco. "I don't like that unicorn any more than you do. Not only that, but I have a plan to get around it..."

Morroco's interest was piqued. "Oh? What would that be?"

"I am going to make a grand return." Adam told him. "A return so powerful that the world kneel at my knees! Like it always should have..."

"You don't mean..."

"Yes, Doctor, I _do_ mean. Can I trust you when the time comes?"

"That depends, Mister DeCobray...can you pay me better then Bishop can?"

"Oh, yes...I have been planning this right under dear Silas's nose since he took in that blasted unicorn."

"Then you may consider me on your side."

Morocco and Adam shook quickly parted them when the heard the thud of Cybertronian sized feet approaching. Nemesis Prime loomed over them, and then looked over at the Morbots. "What are these things?"

"Morbots!" Morocco told him excitedly. "By the _dozens_!"

"What do these...Morbots do, exactly?"

"They are my brilliant robotic inventions, of course!" Morocco began waxing off on about the Morbot's features. "They are capable of self-powered flight and transformation into an all-terrain assault vehicle, and of course, equipped with a powerful laser cannon!"

Nemesis Prime's faceplate pulled down. This was strange, as the MECH scientists hadn't designed his faceplate to be retractable. He was a war machine copy of Optimus, so the ability didn't really seem necessary. It was probably another side-effect of Twilight's stabbing him with Dark Energon.

"I am...confused." Nemesis Prime said slowly. "I thought I was the most powerful human-built machine to date? If so, then why are all these Morbots needed?"

"Errr..." Morocco was at a loss for words. It was clear that he needed a very nice answer, or Nemesis Prime would probably be offended and blow up all the Morbots.

"Strength in numbers." Adam answered for him.

Nemesis Prime 'hmm'ed. "...I see." He turned around began walking back the way he came, his feet making 'clunk's as he walked.

"That was too close for comfort." Morocco rasped.

"Yesss..." Adam hissed in agreement. "We should make sure he and Twilight Sparkle do not remain...separated for too long, lest he start feeling doubtful again."

* * *

Fluttershy paced back and forth, Insecticon clamps popping one and off the ground, wondering what was taking so long for her friends to get back through the GroundBridge.

"They must be talking about Twilight." Fluttershy reasoned with herself, looking up at the floor.

Up?

"Oh my goodness!" Fluttershy paniked and, eyes squeezing shut, gripped whatever she was on for dear life. She opened one of her of here tentivaly to see what it was-she was hanging from the ceiling! But how? She lifted one hoof/clamp off the ceiling and examined it. The clamp, of course! Her Insecticon clamps were letting her stick to the ceiling like...well, like an Insecticon. She must have climbed up the wall to the ceiling in her pacing without realizing it.

"Sorry about rushing out on you like that, Fluttershy. There was an emergency." Ratchet's voice called out, stepping through the GroundBridge. "Fluttershy? Are you okay?"

Fluttershy attempted to look up-,er, down- uh, up...down to see where Ratchet was. "I'm fine."

Ratchet turned his head left and right, trying to see where she was.

"Up here!"

Ratchet looked up. He blinked, taking the sight in, then shook his head. He pounded his fist into his hand. "Uggh...where is that Queen? I've got a few choice words to say to her for turning you into...this!"

"She had to." Fluttershy told him.

Ratchet's optics widened. "She..._had_ to?"

"Um, yes." Fluttershy said bashfully. "Remember when she said we could modify the pods programming so the Insecticons obeyed us? She lied about that."

"What!? Why?"

"She wanted to be sure she could trust us with her hatchlings, and...she needed to get me to get into the pod to be converted, or the Insecticons wouldn't obey me."

"They wouldn't?" Ratchet asked.

Fluttershy shook her head. "No. Not all of them. Some of them won't obey a non-Cybertronian at all, so I had to..._become_ one."

Ratchet latched his arms into the other. "Huh...Well, we would be ready to move the Insecticons into the base, but we found a problem. There's not enough space for all of them."

"Oh no! What do we do?"

"Either we keep the Insecticons here, or we can contact Agent Fowler and have him set up a storage." Ratchet turned back towards the Bridge. "I'll give you a minute to think on it." The Bridge closed behind him.

Fluttershy sat down-up, oh forget it. She lowered herself against the part of the cave she was on on all fours, trying to decide which optiton to go with. She didn't want make the poor Insecticons leave their home, and keeping them in a 'storage area' sounded like a magnet for a human to come snooping who didn't needed to snooping around. She heard a jet engine sound, which broke her thoughts off the subject.

Realizing the sound had the exact pitch and tone of a Decepticon, she tried to figure out a way to defend herself. She looked around.

Oh yeah. The Insecticons.

Somehow, she knew they were all mature by now. The moment their pods gave away would reveal not undersized beetles, but Bob-rivaling juggernauts. How she knew, she didn't know.

"INSECTICONS! TRANSFORM AND _RISE UP_!...Um, was that too loud? Because I understand if you don't want to, um, er, rise up because I was too loud. It's okay, really."

Ignoring her reservations about volume, the pods opened once again, the Insecticons in them standing in full robot mode, ready and willing to enforce Fluttershy's will, with the strength and endurance to make sure it was enforced. Not that Fluttershy would abuse her power like that.

After that debacle, Fluttershy flapped her new Insections wings and shook from their motions.

"O-o-o-h! I-I-I'm n-not used t-to wwwings tha-hat beat ttthis faaast!" She noted. She managed to pilot herself directly, but shakily up through the holes in the ceiling. The Insecticons followed her through, either turning into their beetle modes or climbing up on all fours into the strip Energon mine resting above their hive.

"Who's there?" Fluttershy questioned. Looking around, she didn't see the Decepticon. Which of course, meant that he was up high. The Insecticons mimicking her motions of flying up to the air.

Flying there, she still couldn't see him. At least she heard blaster fire from behind her.

There was a an Decepticon-sized robot deftly avoiding the Insecticons attacks. It was red, with purple flames jetting out the bottoms of it's feet with a huge cylindrical blaster for a right arm and a clamp for a left.

"Oh, hey Fluttershy!" A voice out from the robot. "Thank you lend me a hoof?"

"Twilight?" Fluttershy asked in surprise.

"Yeah, it's me! I'm piloting the Command Morbot. Pretty neat, huh? So, anyway, about that hoof?"

"Oh, um, yeah, sure." Fluttershy stammered. She didn't say anything, but somehow the Insecticons knew they were supposed to be backing off. They, and the Command Morbot, lowered themselves to the ground. The chest of the Morbot swung open like double doors, and Twilight hopped out of it.

"So, Fluttershy, what's up...?" Twilight noticed the...change in Fluttershy's appearance she last saw the pegasus. Fluttershy did the same, seeing the Dark Energon embedded in her chest that was relatively small, but quite large compared to the tiny splinter in her Cutie Mark.

"I'm, uh...I'm an Insecticon Princess now." Fluttershy explained. "These are my subjects."

Twilight 'wow'ed. "You're a Princess now? Fluttershy, that's amazing!"

"Um, if you say so."

Twilight curiously looked over the Insecticons. "So, what have you been up-" She saw Airachnid's blind head hanging out from the rock pile. "Oh my goodness! Fluttershy, don't look!"

"Twilight..."

"No, no, really, don't! It's ghastly!"

"Twilight, I did that."

Twilight paused. "What?" She kept her gaze on the deceased Decepticon. "Fluttershy, that's...that's terrible."

"I know..." Fluttershy whined. "She...she had just made me so angry, Twilight. She had taken this poor Insecticon's ability to think for itself! That...that made me so mad. I...I don't know what came over me."

"Didn't you just say you got mad?"

"I did say that, didn't I?"

"Fluttershy...how can you be okay with this?"

"I'm not...but Airachnid killed Arcee's partner, and Airachnid dying gave her some peace of mind. So...I can bear the guilt of having killed somepony..."

Fluttershy then scraped her hooves nervously.

"Um, Twilight? Did you know you made Dani sick?"

"Sick? What do you mean sick?"

"You...you infected her with Dark Energon."

"What!? How did that happen!?"

"Blades told the girls that you blasted her in the mines..."

"Well, I did do that..."

"That's how...you know, I guess." Fluttershy shyly turned around. "Well, um, I have to go make a big decision for my subjects...it was nice seeing you."

"You too."

Fluttershy transformed into her ladybug, causing Twilight's jaw to drop, and hovered back into the holes leading to the collection of pods that formed the hive, her Insecticons following behind her, leaving Twilight Sparkle alone with her Commandbot and the dead Airachnid.

Twilight began walking in circles. How had she infected Dani with Dark Energon? Clearly, she didn't understand as well as she thought she did. With these thoughts on her mind, she trotted back towards the Commandbot's feet, then teleported herself inside the cockpit and closed it. Once she was inside, the Commandbot's head looked towards Airachnid's corpse.

Twilight tapped her hooves lightly against the controls. With nopony around to see her, she didn't have to rush.

"You may have lightened Arcee's spark, Fluttershy...but you haven't done just that."

The Commandbot marched down the rocks and towards the pile Airachnid's head was hanging out of. It raised it's huge blaster and swatted the rocks of the top of Airachnid's body, then shoveled both it's arms under her and picked her up.

"If I want to fully understand the Dark Energon, I'll need a test subject...and you've given it to me! Thank you, Fluttershy. This should be sufficient for my purposes."

The Commandbot's rocket boots activated, propelling it upwards through the cavern's open roof. Through the robot's optics, Twilight didn't notice a camera flash beneath the robot as it left with Airachnid in it's arms.

"And mine." A human standing on the edge of a cliff added, camera in hand and helicopter parked to his side. He climbed into the copter where a pilot was waiting for him, whom he motioned to start the vehicle, hovering off from the mine.

This was a very particular human. This was a military general with the body to match. But not just any general, oh no. This was General Rufus Madison. More then once, he had run-ins with his fellow General Bryce and Agent Fowler. Since the day MECH had first started it's various illegal activities, Madison had been focused on putting a stop to them with a determination that approached fanaticism. For months now, he had been trying to get approval for his project to build robotic mobiles suites, or 'Walkers' in order to terminate MECH once and for all, but always his 'genius' idea would get shot down. "Unnecessary." The higher-ups would tell him. "Excessive." They would say. But with this camera, he caught an image of a piloted robot- with this proof that MECH had succeeded in it's experiments, Madison would get his permission. He would get his Walkers completed, online...

And on a path of destruction through all of MECH's personnel.

As the jeep made it's way out of the forest, the General started laughing madly at the fruition of his plans. If his pilot, Colonel Leech, was in any way concerned by this, he hid it well.

After an hour or two's worth of flying time, the helicopter had arrived at the Alden Military Base, where Madison's competitor Bryce resided. Soldiers came out with guns demanding identification.

"Identify yourselves!"

"General Madison and Colonel Leech. We're here to see Bryce."

"Oh. Yeah, sure." The soldiers let them step out of the copter and pass by without incident.

Madison, Leech entrusted with his pink camera behind him, marched into one of the buildings and across that building's halls until he was barging into Bryce's office.

"Ah, Mad Dog!" Bryce exclaimed, addressing him by his nick-name. "To what do I owe the pleasure?"

"Lock the cupboards up, Bryce." Madison told. "It's real this time. You'll have to get the board to approve my Walkers now."

Bryce eyed him suspiciously. Madison had asked Bryce to appeal to the higher-ups to get his Walkers on the floor before, but Bryce just couldn't see the point when he had the Autobots around if they really, really needed some robots. (Not that Madison knew this.) Additional, it was kinda strange how Bryce had more pull with the government then Madison when had the same rank.

(It might have something to do with the fact that Bryce, unlike Madison, wasn't _nuts_ in his nut.)

"Leech!" Madison barked.

Leech handed the camera over to Bryce, who looked at the photo of the Commandbot carrying Airachnid's body in it's arms.

"...What I am looking at, Rufus?"

"A flying robot, no doubt built by MECH. I'm not sure what the green thing is."

Bryce had an idea. The green thing was a Decepticon without a doubt. But the origin of the Commandbot eluded him. It kinda looked like a Decepticon, but it was a very vibrant red, which he understood to be the Autobot's color, who he knew weren't flight-enabled. So, why was there a Decepticon that looked like an Autobot carrying a Decepticon? Unless...it _was_ an Autobot that Fowler's metallic buddies failed to mention, and _if_ that _was_ the case...

Bryce put the camera down and stood up from his seat. "Madison, I'll see about getting your Walkers approved...just in case."

"Just in case of what?"

"Uh...nothing."

* * *

The Rescue Bots, absent Blades, and the Burns family of heroes, stood opposite Baranova's acquired gray ship for quite some time. It was amazing, almost suspension-of-disbelief disrupting, how long it was taking for the scientists and Frankie to get their bearings back.

Baranova, being somewhat hardened by her underwater experience, was the first to recover, and the first words out of her mouth were, of course, "What the heck was that!?"

Kade, Graham, and Cody exchanged glances while the Rescue Bots did their best to continue appearing as non-sentient machines.

"Eh, what was what?" Chief Burns asked her.

"The unicorn! The other Rescue Bots! The gigantic purple crystal deposit! And that green portal...what was all that about?"

"I...have no idea what you're talking about, Professor Baranova." Chief Burns fibbed.

By now, Frankie and Doc got their senses back. Frankie pointed and started sassing the Chief. "Don't give us that! You were here before we were! What happened?"

Chief Burns signed. "Let's go back to the main land. You'll want to sit down for all this..."

The passengers on both boats maintained an uneasy quiet as they floated back to the harbor, once there, they all dismounted, the Burns family opposite the scientists.

"All right, everyone." Chief Burns told the scientists. "What I'm about to tell you is a strictly-controlled government secret that I am only telling you because you witnessed it firsthand. Y You absolutely cannot tell anyone about, do you understand?"

"We understand, Chief." Doc Greene assured him. "Don't we?" Baranova and Frankie nodded.

"The Rescue Robots...aren't robots. They're aliens."

"Aliens?" Frankie exclaimed. "Really?"

"Yes! Our home world is Cybertron, far, far away from here!" Boulder answered in his regular voice. Chase and Heatwave gave him disapproving looks. He fiddled his hands together. "I figured since Chief Burns told them..."

Baranova raised a finger. "If they are aliens, what are they doing on Griffin Rock?"

Heatwave did his trademark 'hrrrn.' "Didn't we just tell you we're alive? I'd might appreciate it if you didn't about us like we're not here."

Baranova nodded. "I'm sorry. What are you doing, though?"

"Optimus Prime assigned us the mission of posing as non-thinking robots and slowly learn the trust of the human populace."

Frankie raised her hand. "If you're going to do that, why not just tell everyone what are you right away?"

"Frankie, you, the Doc, and Baranova might think this is cool, but think about this for a moment: There real living aliens living right here on Earth. On Griffin Rock. This is groundbreaking. World-shattering." Chief Burns answered. "Think about how Ms. Nederlander would react, then multiple that by about a hundred thousand times. This is the kind of thing we have to do slowly."

The three scientists nodded in understanding. Doc Greene rested his hand on Baranova's shoulder. "Come on, my dears. We should leave the Burnses to their business."

"Wait!" Cody reached his hand out.

"What?"

"Twilight Sparkle- she said to tell you she ate some Squilsh samples."

"_Ate _it?"

"She said she couldn't help herself."

Doc Greene was confused by this, but also intrigued. "Hmmmm...I wonder..."

"Wonder what, daddy?" Frankie asked.

"Ehr, nothing dear. Come on." Doc Greene ushered Baranova and Frankie outside of the docking station.

Once they had gone, the Burns and Rescue Bots instantly turned on Cody.

"Are you okay?"

"What happened?"

"How were you informed Twilight's consumption of Squilish?

"Hey, hey, one thing at time!" Cody exclaimed.

"Right, of course son. Everyone, give Cody some space." Chief Burns instructed. The Rescue Bots, taking him literally, actually stepped backwards away from Cody a giant step or two.

"Okay, Cody, let's start with the important thing; Are you all right?"

Cody nodded. "Yeah. I'm okay. I pretended to work on MECH's side to spy on them."

"What!?" Chief Burns concern gave way to a fatherly outburst of anger. "Cody, you know undercover operations are extremely dangerous!"

"I know, dad."

"If I may interrupt, sir." Chase requested. "We were unable to reach the fire station before Doctor Morocco and Twilight Sparkle obtained the Morbot's parts. Under the circumstances, what Cody was very resourceful...and intuitive."

Chief Burns still looked upset, but he let Cody off, allowing Kade and Graham to ask their questions.

"You said you pretended to work for those mooks to spy on them. " Kade reminded him. "Did you find out anything?"

Cody shook his head. "Just that they were after the Dark Energon inside the Triangle. I don't what it is or- or what's for."

"Dark Energon?" Heatwave questioned, turning to Boulder. "Wasn't that the stuff that Arcee said Dani got infected with?"

"Yeah...yeah, it was!"

The Burns family cast solemn gazes on the ground, not knowing whether the only female in their family was going to be okay.

"Don't worry." Heatwave assured them. "If anyone can fix Dani, it's Optimus Prime and his team."

As if it had been pre-planned backstage, the familiar green circle of the GroundBridge materialized. Optimus, Blades, and Dani, now capable of walking on her own feet, stepped through.

"Dani!" Kade exclaimed happily. "You're okay!" he looked at his other siblings and put a hand on the back of his head. "Uh, not that we were worried or anything..."

"I'm sure you weren't." Dani teased.

"Dani has made a full recovery from the effects of the Dark Energon." Optimus said. "However, as this condition has only one other case to compare it to, I ask you monitor Dani's progress for the next few day, in case she suffers from side effects."

"Uh, Boulder, Chase?" Blades asked timidly. "Can you take our partners back home so I can to Heatwave alone?"

Boulder and Chase seemed concerned, but they transformed into their vehicles and opened their doors for the Burns family to divvy themselves up between them and rolled out of the harbor.

Heatwave made sure they had left, then crossed his arms at Blades. "What do you want to talk about, Blades?"

Blades curled his hands into fists and made angry gestures at the air. "I'm going to request reassignment to Optimus' team!"

"WHAT?"

"I'm tired of just rescuing people from disasters!" Blades explained. "I want to do something- to really make a difference in the world!"

"Blades, we make differences in the world every day!" Heatwave lectured. "We save Griffin Rock from volcanoes, freak storms, and blocked dams! What possibly more could you do?"

"I can fight the Decepticons! And Morocco! I can keep them from harming anyone, ever again!" Blades turned around back to Optimus and saluted. "Optimus Prime, I-"

Optimus didn't even let Blades' sentence get off the ground.

"No."

"No...?" Blades repeated. "But-"

"Blades, listen to Heatwave's words. Your contribution to the life of Griffin Rock's residents is invaluable, and you should not feel you not contributing enough for any reason...unless there is something else you wish to do...something which you cannot accomplish in Griffin Rock..."

Blades put his arm defensively and shifted his eyes. "W-what are you talking about?"

"Blades, can you reassure me that your new-found desire to fight the Decepticons is in not in the hopes you will find an opportunity to exact revenge against Twilight Sparkle for the condition she put your partner in?"

Blades' arms relaxed and sagged down to his sides, showing that he couldn't do what Optimus was requesting.

"Then I will not reassign you to my team." The GroundBridge reopened behind Optimus, and the Prime turned to enter it. "Not that I would anyways."

"Eht, Optimus!" Heatwave shouted, reaching out his hand. "I-...sorry I can't keep my men in line."

Optimus' metal eyebrow lifted curiously. "On the contrary, Heatwave, your initial response of reminding Blades what he does for Griffin Rock assures me appointing you the Rescue Bots commander was wise."

Heatwave was taken aback by Optimus' praise, thus necessitating him a moment to compose himself. "It...it means a lot to hear you say that, sir." Heatwave and Blades saluted Optimus as he entered the GroundBridge.

Blades stood there for a while, looking justifiably quite ashamed and embarrassed, before transforming and flying above Heatwave's fire truck mode back to the rescue station.

When they got there, they found Chase and Boulder parked in their deployment areas.

"Everyone's gone to get some rest." Boulder informed them. "It's been a pretty tiring day."

Blades looked at Heatwave. "He has a point..."

"Yeah..." Heatwave admitted. "I think I'll take a nap myself."

Heatwave and Blades pulled up beside their companions and powered down for the next day.

* * *

_The next morning..._

Cody stretched his limbs as the sun began assailing his eyelids through the window. He rubbed his eye, then jumped off of his bed and groggily made his way to the bathroom to brush his teeth, only to find it was locked. Agitated, as most children, (well, everyone really) were when denied access to the facilities, he banged on the door.

"Cody, I'm taking a shower!" Dani shouted through the door over his banging.

"Oh." Cody said. He put his back against the wall, waiting for her to finish. But it was good that she was up at all. Cody yawned, casting a causal glance at the window as he did so. Mr. Harrison was having trouble with his heli-pack. Ms. Pettypaws was getting stuck in the tree. Twilight Sparkle was sleeping on her belly, curled up against the leg of the Morbot which had somehow magically turned red. Everything was norm-waaaaiiiitt...

Cody ran screaming down the stairs. "DAD! DAD! TWILIGHT SPARKLE'S OUTSIDE!"

"Everyone move out! If we act quickly, maybe we can keep her from doing any lasting damage."

Cody thought about how Twilight Sparkle was sound asleep. "Uh...I don't think that'll be too hard."

Cody, Chief Burns, and Graham all got dressed and rushed their way outside, Kade and Dani still finishing their respective morning rituals, and walked over to the red Morbot where Twilight lied.

The three of them turned to each other, expecting a solution to come from the other one.

"Should we poke her?" suggested Graham.

"No. We should just lift her up and carry her to the jail."

Cody, however, in spite of Chief Burns disapproval, went ahead started nudging Twilight Sparkle in the shoulder. "Hey, Twilight? Twilight Sparkle?"

Twilight stirred, barely opening her eyes and turning towards Cody. "Cody..." she groggily began. "You shouldn't be here..."

Cody got confused. "I shouldn't?"

"No, nooo...I'm on a date..."

"She's not fully awake yet." Graham concluded. "Shake her up a little more, Cody."

Cody gave Graham a thumbs-up, then started shaking Twilight by the shoulders. "Twilight, wake up! What are you doing here? I thought you already got all the Dark Energon from Griffin Rock!"

"I did..." Twilight muttered. "But Fluttershy told me I infected Dani with Dark Energon...so I...mmm, not now, sweetie...I came back to see if there's...something I could do to make it up to yoooooou-whhhoo!"

Graham looked at his father, wanting to know how he felt before doing anything.

"And..." Twilight added, standing up off of the Commandbot's legs. She circled the air with her hoof. "I still need to reseal the methane pocket inside the triangle." She kept circling her hoof in the air. Cody grabbed it to make it stop.

Chief Burns leered at Twilight suspiciously, as if trying to gauge her intentions. "Tell you what- there's been a cave-in at the lead mine. I'm going to go there in half an hour. Maybe you can beat me there and do something about it, and maybe I'll believe you about wanting to make up."

Chief Burns turned around briskly and walked off.

"Well, that was weird." Graham noted. He and Cody turned around to apologize for their father's behavior to Twilight, but she and the Commandbot were already gone.

"Hmmh."

Up ahead and over the rooftops, the Commandbot, piloted from inside by Twilight Sparkle, flew on it's rocket boots across Griffin Rock towards the lead mine.

"Now, let's see here..." Twilight said from inside her vehicle as it touched down just outside the lead mine. "This is probably the rubble Cheif Burns was talking about."

Through the Commandbot's visor, Twilight Sparkle could see what appeared to be...

"Bob!?"

The Commandbot carefully tromped it's way over to the unconscious Insecticon, which wasn't Bob, but the Insecticon dispatch meant to terminate her. She had yet to have been informed of the presence of any other Insecticons on Griffin Rock.

"Bob?" The Commandbot reached it's pincer-arm to jostle the Insecticon awake.

With a grunt and a whir, the Insecticon's optic bands glowed again and registered this strange red robot standing above. Knowing whatever it wanted was nothing good, it shrieked and pounded it in the face. Twilight gripped the controls of the Commandbot hard for support as she tumbled around from the impact.

"Bob! It's me, Twilight Sparkle!"

The Insecticon flipped itself over onto it's feet. "Twilight Sparkle? That is the name that Lord Megatron sent me to eradicate!"

Twilight gasped. "You can talk?"

There was a pause.

"You work for Megatron!? Bob, what happened to Fluttershy?"

The Insecticon swiped it's claws across themselves, preparing for a rumble. "My loyalty has always been to Lord Megatron. I know not who this 'Fluttershy' is, but I believe you have me and this Bob you speak of confused with each other."

"All right, then, if you're not Bob, then...who are you?"

"My name is-"

A moving truck sped down the street nearby, drowning out the Insecticon's name as he said it.

"I'm sorry, I couldn't you over the truck. What did you say it was?"

"I said it's-"

A foghorn from a ship honked in the distance, causing the Insecticon's name to go unheard a second time.

"RRAAAGGH!" The Insecticon threw it's fists into the air, seeing that some sort of- cosmic force was determined to keep him a generic troop. "Enough introductions! Now I bring you to my master!" the Insecticon ditched speaking and shrieked, charging at Twilight's Commandbot.

The Commandbot uppercutted him with it's blunt laser, then pounded him in the cheek with it's other arm before Twilight opted to just pummel him outright. The Insecticon was knocked back, but eventually it used it's extra arms to grab the Commandbot's elbows and hold them in place. Twilight wrestled with the controls, trying to break them free of the Insecticon's grip. Seeing that trying to muscle her way out wasn't going to cut it, Twilight searched around for the button to make the cannon fire. She found it and pressed it. A huge purple laser with two rings around the blast shot out from the center of the blaster which pushed the Insecticon back. He attempted to hold his ground, but the laser seemed designed to push, eventually slammed him into the mine's outside wall. He grunted and attempted to back up, but the Commandbot charged at him and punched him out.

The Insecticon no longer a threat, Twilight Sparkle raised the Commandbot's arms through the visor. She wondered if the way she had beaten the Insecticon was what it was like to feel Cybertronian. She then cast one conspicuously long look at the unconscious Insecticon.

"Hmmmmmm..."

* * *

The Insecticon came to, only to find that he was in an underwater hole. He attempted to lift himself out, only to find something -or several tiny somethings- holding him down. He screamed in rage. Partly at his bindings, partly at his failure.

* * *

The Commandbot stood motionlessly by the cave, Twilight pacing outside of both, awaiting Chief Burns to arrive and judge her clean-up job of the mine. A whee-ooo-whee-ooo told her he wasn't far off.

Chase's vehicle mode drove up the hill and parked. Chief Burns and Cody stepped outside of him before he transformed into his robot mode. Cheif Burns and Chase looked around.

"The rubble appears quite efficiently displaced, Twilight Sparkle." Chase complimented. "Well done. I also observe that the Insecticon has left. What has become of him?"

"You might say I..." Twilight chuckled. "Plugged him in."

Chase looked at Cody for an answer. Cody shrugged.

"Well, that's quite well done, Twilight." Chief Burns admitted. "Now that you've done that, I need a favor..."

"Sure, Chief! I am determined to make up for my mistake somehow!"

"Great...look at the town real quick."

Twilight Sparkle shifted the placement of her hooves until she was looking down the hill at Griffin Rock street below. "Okay, now what?"

"Just hold still for a second..." Chief Burns said, trying to remain calm, but Cody and Chase could sense a dangerous edge in his voice.

"Chief Burns, are you all right sir?"

"Dad? What's going on?"

Chief Burns reached into his pocket and pulled out an orange something that looked like- a gun! He pointed at Twilight pulled the trigger. A cable shot from the barrel and hooked itself in Twilight's Cutie Mark.

"Ow! What- AAAAHHH!" Twilight screamed in pain as the taser began electrocuting her.

"Dad, what are you doing!?"

"Cody, I'm an officer of the law." Chief Burns forcefully said. "Twilight Sparkle made me daughter sick. I can't let her just get away with that."

"But that's she came back for! To apologize and make things up to us!"

"So?"

"So...so...so it's wrong to shoot her with a taser!"

"It's not wrong, Cody. It's justice."

Chase got down on his knee and attempted to reason with the Chief. "Chief Burns, I concur with Cody. Twilight Sparkle has not been informed of her rights, so anything done to her in the name of the law is not done- lawfully!"

"Chase, stand down!"

Chase was saddened by this, but the Police Bot never, ever disobeyed orders without another order to override it.

Cody looked at Twilight Sparkle, now on her side and spasming from the surge of electricity in her.

"...Dad, can I tell you a story?"

"Right now?"

"It's kinda...relevant."

"All right, son. How does it go?"

"Right," Cody began narrating. "There was this one time where there was a little boy and an smart old man who taught the little boy stuff."

Chief Burns smirked, imagining himself to be the smart old man in question.

"One day, the old man said something he wanted the little to never forget, then, the next day after that, the old man did something that totally went against what he told the boy!"

Chief Burns frowned. Suddenly being the smart old man didn't seem so attractive. "What...what did the old man do?"

"I don't know." Cody answered. "I do know what the old man told the little boy though."

Chief Burns hesitated to ask, but he did. "Which was?"

"True heroes are strong enough to be gentle."

Reality came crashing down on Chief Burns. "..." he turned the taser off and yanked on the cord, jerking out of Twilight. Twilight lie down still, on the ground.

Cody put his fingers to his lips. "Is...is she-?"

The Dark Energon in Twilight's chest furiously, the unicorn's veins being highlighted by the dark power within. She got to her hooves, wailed like a Terrorcon, then charged at Chief Burns, goring him with her horn which sent him flying into the air. Chase reacted naturally, snapping his hand to grab Chief Burns mid-flight.

Chase shrunk. "I'm sorry, sir. I know you ordered me to stand down, but you told me that we were supposed to enforce the letter of the law with compassion."

Chief Burns regarded Chase appreciatively, then looked down towards Twilight, who was snorting and huffing away.

"I know I did, Chase...but seems I was trying to enforce it with just a little _too much_ compassion."

Cody looked at his father, then turned to see Twilight standing right smack-dab in front of him.

"Cody..."

Twilight wrapped her front legs around him. "I don't what you did, but thank you..." She patted him on the back, gave him a smooch on the cheek, then teleported out. The sound of clanking joints revealed she had teleported inside the Commandbot. The Commandbot aimed it's cannon the Chief and Chase, but it's mind -or Twilight's mind- changed at the last minute, and the robot took off towards the sky.

Chase transformed, waiting for the order to the Chief and Cody home.

Inside the Commandbot's cockpit, Twilight Sparkle was feeling a little huffy. Chief Burns had nearly tried to kill her a moment ago. This wasn't what disturbed her though. What disturbed her was that had been the second human who made an effort on her life.

The second...

_Autobot-aligned..._

Human.

A beep came from the Commandbot's panels. Twilight pushed a button to respond. "Twilight Sparkle here. What do you need?"

"_Ahh, yes! I considered how you intend to siege the Decepticon warship..." Starscream's voice slowly came through the comm. "So I have returned to a wreck. A Decepticon ship known as the _Harbinger_ which crashed sometime ago. I believe there may be equipment on board which we could salvage for our uses...Follow these coordinates to my location._" Starscream hung up. Just after he did, another call came through.

"Twilight here."

"_Good news, Twilight Sparkle! The Morbots are completed! When you get back, we can make preparations to move out._"

Twilight started thinking. "Say...you have excellent timing, Morocco! Get those Morbots to follow these coordinates!"

Then, Twilight added something very ill-boding to her request.

"And bring some of the Dark Energon."

* * *

At the MECH base, Morocco would've rebuked Twilight's request, but as Novo was present, he had no choice. He spread his feet apart and pointed in a dynamic pose. "Send those Morbots out _with_ the Dark Energon!"

Morbots, one by one by one by one, began rocketing out of the shelter of the trees in the MECH base and took off for parts unknown (to them, at least).

Not one of them noticing what seemed to be a blue gargoyle of sort watching them all as they left.

Coming to the inevitable conclusion the strange Morbots were no doubt of MECH origin, Laserbeak resolved to return to the warship. He turned around and flew off, but as he did so, he detected Decepticon life signals in the underground so far below him.

As his signal to his master Soundwave, a GroundBridge opened in the middle of the air for him to go through. The blue air of the jungle gave way the purple walls of the warship as Laserbeak passed through it.

Now inside the bridge, Laserbeak folded up and inserted himself into his spot on Soundwave's chest and began relaying what he had seen.

Soundwave, being the cheif of communications, sent a message to Megatron, who recived it at whereever he was on the ship.

Megatron furrowed his browplates at the messages contents. He navigated his way through the halls until he came into a very large room with it's own bridge. A humongous, empty tube stood in the middle of the room, once having housed Dark Energon. Now, the tube was empty and the room was filled with the resting forms of beetle-mode Insecticons.

"Laserbeak has detected the presence of Insecticon Sparks underground where I found you." Megatron quietly explained to them. "Explain to me why."

"We were are all from Cybertron." One Insecticon answered. "We made our way to Earth...after which, our Queen was unable to keep herself from laying more eggs into this world's soil. It is likely those younger Insecticons are the cause of your mystery."

"Hmmm...and these Insecticons did not join me when I recruited all of you because?"

"They were too young. Too small. Too weak."

"Hmph!" Megatron walked out of the room.

Soundwave was hard at work, attempting to do...something with some files in the ships computer. His tendrils were plugged into the console, data traversing through them. As if he were a ninja, Megatron appeared behind him. Soundwave stopped, awaiting his soverign's bidding.

"Oh no, Soundwave. Don't stop on account of me...wait, what's that file there?"

Soundwave silently turned to Megatron.

"Yes, I can see it's not part of the database..."

That confirmed, Soundwave pushed a button that made the file's contents readily visible. He stepped aside to let Megatron read it himself.

There was a short time when Megatron had been incapicated where Starscream had succeded his ambition of being Decepticon Leader, hence Megatron didn't recognize the file at first; It had been recorded during that breif reign.

"In the Sudan...plague ship...Autobots exiled to die to prevent them from infecting others with...Cybonic Plague." Megatron turned away from the console and began walking off, but he stopped.

"Wait..." He pointed at the file. "This means there is a crashed ship here on Earth full of Autobot corpse that are sick with Cybonic Plague. Autobots I could raise and have an untouchable army! An army that Optimus Prime and his Autobots could not possilby fight against, for fear they too will succumb to the plague! HAHAHAHAHAHAHAHA!"

Megatron's laughter, so joyous with malice, came to an abrupt halt.

"Or possibly..."

* * *

Fluttershy's pacing had yet to reach an end.

Optimus, Arcee, and Ratchet groundbridged back into the hive.

"Fluttershy, have you come to a decision yet?" Optimus quired.

Fluttershy nodded. "Mh-hm! I've decided...I'd rather keep the Insecticons here."

"Somehow, Fluttershy, I was expecting you to make that choice." Optimus said. "I apologize to make you do such difficult things more than once, but I must now request you make another one."

Fluttershy looked at him curiously. "What's that?"

"There is a mission I wish to undergo that will require the strength of your Insecticons to succeed. However, the mission is extremely dangerous. I will understand if you do not wish to put your subjects at risk, but their power is of tantamount importance in the mission's success."

"We won't even _do_ the mission _at all _without them backing us up." Ratchet clarified. "That's how vital they are to it."

Arcee flicked her hand through the air. "But no pressure."

Fluttershy gazed out at her Insecticons. Excepting Bob, they bowed in succession like dominoes and proclaimed their loyalty in shrieks.

Fluttershy steeled herself.

"Well...what is it?"

* * *

The battalion of Morbots made their way through the skies above, headed by Twilight's Command Morbot.

Said Command Morbot suddenly stopped, looking at the ground. "Wait, what's that?"

The other Morbots exchanged confused looks. Or rather, the MECH troopers exchanged looks through their Morbots.

"We don't know."

"Then let's find out!" The Commandbot descended down to the ground. The other Morbots, after a moment of uncertainty, followed to find pieces of burnt metal and shrapnel on the ground.

"Looks like a wreck." one agent noted. The others had difficulty disagreeing with him. It looked like something that been exploded.

"Yes, it does look like a wreck...but there's something about it...something familar."

The Commandbot looked around, trying to discern what it was that Twilight was finding so familar.

"This was the ship me and my friends used to get here!" The Commandbot communicated Twilight's emotion by putting the ends of both it's hands against it's head. "Are they okay? Were they inside when it exploded?"

The MECH agents turned their Morbots heads, then fanned out the area. They came back moments later.

"All scans negative for signs of bodily decomposition, Twilight Sparkle." one agent reported.

Twilight seemed slightly eased by this. "...Did you check for ashes?"

The Morbots shied away. "Eerr..."

One raised it's claw. "I did!"

"And?"

"Nothing!"

Twilight seemed just a little relieved by this. "Okay, okay...good."

One Morbot seemed intent on the ship parts. "Say, Twilight Sparkle? It occurs to me that we might be able to salvage these ship parts."

"Yeah!"

"Ain't nothing wrong with keeping a little scrap metal around, right?"

"Mmm...yes! We can use on the _Harbinger_! Grab as much as your Morbot can hold and resume course!"

The Morbots set about scooping up the pieces of the ship into their arms before rocketing back into the sky and resuming course, as instructed.

As her Commandbot scooped up a part, it cast one last solemn look at the ground to make sure Twilight's friends were no where to be seen.

Starscream walked in circles around the _Harbinger_ piece that stuck out of the ground, waiting for Twilight to arrive. Where was she? His patience was now being tested at this point. He was debating calling her again when the whistle of descending rockets assaulted his audio receptors. He clasped his head with his claws, attempting to block out the noise, then removed them when he saw their source.

"Eerr...do I know you?"

"Starscream, it's us!" Twilight told him. "MECH helped Morocco build more Morbots to help assist in our attack! But right now, we're gonna use them to repair the _Harbinger_!"

"Repair it!?" Starscream exclaimed. "Twilight, I think you misunderstood my message; I said we could salvage something from it."

"Why can't that something be itself?" Twilight questioned.

"Because there is no way we could possibly dig the ship out! And even if we could-"

Twilight and MECH shut him up by blasting into the sky, then shooting their lasers at the ground over and over until the explosions had caused enough dirt for both pieces of the _Harbinger_ to be exposed. It took awhile, but they were successful.

Starscream could only stare dumbfounded.

After that, the Morbots split up and began pushing the _Harbinger_ pieces towards each other. This too took awhile, but with their teamwork, they eventually had the ship halves almost close enough to touch. Then they took the pieces of Twilight's old ship and began cutting them up to reshape them, using their blasters like cutting torches. With the same blaster-torch trick, the army of non-autonomous automatons began wielding the pieces of the ship in the empty space of the _Harbinger_'s halves, eventually reconnecting the the two pieces. (This also took awhile.)

Once finished, they proceeded to the next intending stage of their repairs. Two Morbots wrenched the door open, only for a pile of dirt to come pouring out of it and on top of that. Some of the other Morbots helped dig them out. Under Twilight's supervision, the MECH agents directed their Morbots to start slowly and carefully removing the dirt from the _Harbinger_'s interior.

This took a really, really, long while.

But it was worth it.

A glorious ship stood before them, of comparble size, but different shape and color to the _Nemesis_ itself, gleaming green under the sunlight.

The dirt now cleared, Starscream walked over and examined the interior. "Good work, Twilight! Oh...and it wouldn't have been possible without the rest of you, either!" he quickly added.

"Thank you, Starscream."

"There's just one thing..."

"Oh? That is?"

"What do you intend to use as fuel?"

The Commandbot held it's claw out at one of the other Morbots. "Gimme."

The other Morbot handed over a clump of Dark Energon into the Commandbot's grip. The Commandbot transformed into it's vehicle mode and rolled out of sight, no doubt heading for wherever the ship's fuel deposits were in order to install the Dark Energon.

Some time passed before Starscream and the other Morbots saw the red variant drive by them again, this time in the opposite direction. Wondering what caused the shift, Starscream and the others followed after it/her.

They were led to a large room filled with Cybertronian-sized keyboards, computers, and swivel chairs, with an elevated platform that had a larger chair on top. They were no doubt on the _Harbinger_'s bridge.

The Commandbot pushed buttons on the keyboards until there was a rocking in the ship that made Starscream and MECH flinch. The rocking stopped, but they could all feel the ship lifting upward.

The computer screens all came to life, purple light controls and Cybertronain text decorating them.

Twilight Sparkle's infusion of the Dark Energon had been successful in bringing the ship back online.

"Starscream, can you come translate this for me?" Twilight asked, the Commandbot making a come hither motion with it's claw.

"Mmm...let's see here..." Starscream approached the screen and rested his elbow on the keyboard. "Files about some of the experiments the ship was running before it crashed...Immobilization...cloning...some plans for something called a 'Neuron Refractor'...this is interesting..."

"What?"

"Apparently, there is a cloning laboratory hidden somewhere within this very ship." Starscream explained. "I might imagine we could utilize it somehow..."

"I'd rather we didn't." Twilight said. "I've read stories about clones. It always sounds like a good idea, but it's really not. They always try to 'dispose' of the orinigal, thinking it'll somehow make them the original..."

"Hmmmmm..." Starscream swept his optics over the files again, then looked at the Commandbot. "Perhaps we may circumvent the issue by cloning with something ..."

He tapped the Commandbot's head with the tip of his claw.

"Without free will."

The Commandbot, showing Twilight's emotions more then it's, put it's claw to it's head. "That's...that's a pretty smart idea. Morocco's budget only allowed for one Commandbot, but with a cloning laboratory..."

Twilight suddenly became silent, and not just because her sentence had trailed off. Something was up.

"Twilight Sparkle? Are you okay?"

"Megatron's thoughts." Twilight replied, walking away in her Morbot. "Apparently...there's a ship full of Autobots who died from Cybionic Plague that either he or I could use to raise from the dead. Something he doesn't want me to do..."

"I rather you don't, as well..." Starscream muttered.

"So, let's go make Megatron angry and do exactly that! Don't worry, Starscream. I will take the utmost precaution." the Commandbot pushed a button on the control panel. "We should pick Silas and the others up first, though."

"And besides..." Twilight added quietly. "If I'm gonna raise a whole ship of Autobots back from the dead, I'll need to practice first..."

* * *

Six robots. All green like military camouflage. Holes where their necks should've been and huge gun emplacements in place of arms. Bold font lettering on their chests and huge feet custom-built for stomping and searchlights building into their shoulders.

At the completion of his Walkers, Madison smirked. He made his way up the ladder leading into the top of the chest of the Walker reserved for him and plopped through the hole there like a bunny rabbit. Now inside, Madison adjusted himself on the controls and started practicing. He aimed the gun-arm at the wall and fired, blasting an enormous hole through it.

He felt more then satisfied at the result.

* * *

**Author's Notes for 'Wings of Wax'**

**This chapter had the working name of 'The Gift Horse.'  
**

**General Madison, Colonel Leech, and the Walkers are from the same comic Novo and Fearstorm are from, though I may have added something to them that wasn't there in the comic.  
**

**Just in case this wasn't COMPLETELY CRYSTAL CLEAR FROM THE DESCRIPTIONS GIVEN...  
**

**Twilight Sparkle used the Insecticon and the rubble to reseal the methane vent.  
**

**Megatron thinks that Twilight could be able to raise the Autobots in the plague ship. Since Twilight can hear Megatron's thoughts... she gets the idea to raise the Autobots in the plague ship.  
**

**And something else that's a little more subtle:  
**

**Like Megatron did to the _Nemesis_ in 'Flying Mind', Twilight Sparkle used Dark Energon to help repair the _Harbinger_. In 'Flying Mind' the Dark Energon gives the Nemesis a mind which rebels against the 'Cons...so, why doesn't the _Harbinger_ get a mind and do the same to Twilight and the Morbots?  
**

**The _Harbinger_ never had a mind to start with. The _Nemesis_ had a _dormant_ one.  
**

**(Hint, hint.)**

**So, 'Burning Chrome' certainly seems to have been a hit...kinda makes me think I shouldn't have split up 'The Demolished Man' in two like I did.  
**

**This chapter's name takes something off a detour from the previous chapter names: While it's still a literary reference taken from an IDW comic book issue name, it's to Greek mythology rather then the title of a sci-fi novel.**

**Edit: September 7, 2012: Added an opening quote from (A variation of) the story of Icarus. It's that whole 'Wings of Wax' thing, see?  
**


	10. Tinker, Tailor, Gamer, Spy! Part 1

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

_Aboard the Harbinger..._

Starscream and Twilight in the Commandbot, with Doctor Morocco walking by the robots' feet, tromped their way through the harbinger until they found the room where the cloning laboratory was. A control panel was set up with a series of pipes leading from the bottom of it to the bottom of test tubes containing silvery-yellow robots in them that resembled Vehicons in shape, if not color. Twilight didn't understand what they were at first.

"What are these?"

"Protoforms." Starscream answered, clasping his claws on the panel. "They're here to be used for the cloning process..." he started noting the details on the panel. "Let's see...transference of binary bonding...molecular transfusion...the formula seems straightforward enough..." He crouched over and examined the side of the panel and tapped on it. He looked over at the Commandbot. "I must say, Twilight Sparkle, using these protoforms to clone a...non-sentient robot seems...a waste."

"And you want more you's running around?" Twilight questioned.

Starscream raised his finger to answer, but retracted it. He knew himself well enough to know if he got cloned, one of the clones would probably mention something that would give Twilight reason to question him. "...Not really."

The Commandbot put it's claw on the panel to examine it. "Now where do I put in the schematics?"

"This cloning process requires an infusion of Energon." Starscream explained.

The Commandbot snapped it's claw in frustration. "Urrgh...Fine. We'll get back to this. I need to run some experiments with the Dark Energon. The Commandbot took off on it's rockets through the ship. Starscream transformed and followed, leaving Morocco alone.

The sharp-dressed scientist looked at the Protoforms. "What I am supposed to do with these on my own, hmm?" He stuck his nose in the air.

Starscream rushed back and forth through the Harbinger, unable to find where Twilight had gotten off to. Recalling Twilight's words, Starscream set out for where the Dark Energon had been stored and found himself alone in a room with the huge cluster stood there. He transformed back into robot and stood by the door, so as to avoid Dark Energon's strength-sapping radiation. Somehow, he had managed to beat Twilight there.

"Oh. Hello again, Starscream." Twilight greeted through the Commandbot, walking into the room with something cradled in it's arms.

"Hello." Starscream replied with a hint of sarcasm. Then he saw what was in the Commandbot's arms.

"Is that Airachnid!?"

"Yes. Fluttershy was so kind as to..." Twilight turned silent for a second. "_Donate_ her."

"Twilight Sparkle, please, for the love of the AllSpark, tell me you're not going to use Dark Energon on that _wretch_!"

The Commandbot's head turned towards him, then back to the Dark Energon cluster. It dropped Airachnid's body before the cluster. The Dark Energon gave off a huge pulse of light, which must have carried it's energies to Airachnid's body, as the green 'Con started hissing with her eyes aglow and struggling to get to her feet. Once there, she hissed at the Commandbot.

The Commandbot's chest panels folded open for Twilight Sparkle to show her Dark Energon through. Twilight's became highlighted with the D.E's effects, resonating with Airachnid.

"Airachnid, stand down!"

The Terrorcon slurred, then hung it's head in complacence.

Twilight scrutinized her for a minute, then teleported herself out of the Commandbot and by the Dark Energon stock. She reached her front hoof out and jerked a shard off it.

"Twilight, what's that for? The Dark Energon's energy was enough to animate Airachnid, wasn't it?"

"Yes..." Twilight answered. "But a recent event concerning a human has me convinced that I don't know enough about the Dark Energon..."

"So you're going to stick _anothe_r piece in yourself!? That does not seem... sound."

Twilight appeared to think over Starscream's concern, looking at the Dark Energon in her hoof. She put it down on the floor. "You know what, Starscream? You've made something clear to me."

"Oh? What exactly have I made clear to you, Twilight Sparkle?"

Twilight turned around bucked the Dark Energon cluster, causing at least 11 more pieces to fall off.

"One more won't be enough."

"WHAT!?"

Twilight levitated all twelve Dark Energon pieces into the air, quartered them off into two half-dozen groups, stabbed one group just above her left shoulder and the other into her right. She started shivering as the violet crystals penetrated her flesh.

"Hnugg...eeeeugh...E_EEAAAAAAUUUUGGH_!"

* * *

_"Each of us has only a quantum of compassion. That if we lavish our concern on every stray cat, we never get to the centre of things."_

**Friendship Is Magic: Prime: Act III**

**Chapter X: Tinker, Tailor, Gamer, Spy Part 1  
**

**Episode Synopsis: Twilight Sparkle's establishes herself as Megatron's superior, but sends the Autobots and Decepticons scrambling in the process.  
**

* * *

Optimus bent over and waved his hand soothingly around Fluttershy's cheek. "Take your time in this decision, Fluttershy. I know that we are asking a great deal of you."

Fluttershy nodded. "Mh-hmm, mh-hm..." she looked at the Insecticons with concern.

"Something wrong, Fluttershy?" Ratchet asked.

Fluttershy scraped her hoof/clamp. "Well, it's just that...I would kind of like to see my friends again...but Ratchet said you didn't have enough space for my kids."

"Kids?" Arcee questioned. "Interesting choice of words there, Fluttershy."

Optimus confirmed this. "It is true we do not have the room required to permanently house all of these Insecticons...I might suggest you order them to stay here and wait for your return."

"Oh, um, okay...Ummm..." Fluttershy flew up off the ground to get a better look at her Insecticons' face. "Nanny has to go now, okay? Wait here. I'll be right back. I promise, and um, don't leave the cavern for anything!" That last command was giving quite some sternness in tone-of-voice. "Please." not so much in that one.

The Insecticons all transformed and flittered about the room like a swarm, indecisiveness where to place themselves as they awaited Fluttershy's return. Ultimately, they all settled on different parts of the mine's walls, sticking their arthopodic legs to them. Bob stuck with the Autobot group.

Optimus put his finger to his head. "Rafael, reactivate the Bridge."  
The instantly recognizable portal appeared behind them with a _pcchscssnuuuu_. Optimus headed the way through on the warphole with everyone behind him. Once they had reached the base, the first thing Fluttershy noticed was the sullen moods of her fellow ponies.

Pinkie and Dash sat on an viewing platform, drolly rolling a ball across the ground from one to the other without much enthusiasm. Rarity idly waved some knitting sticks on some thread she had somehow acquired, pretending to, but not really making anything. Applejack was the worst of the bunch; She was just lying down not doing anything.

Raf, from behind his laptop, studied Dash's and Pinkie's game. Seeing a non-human entity engage in such human-like behavior was (as he so accurately put it) "Fascinating."

Optimus and Ratchet departed from the group and took up their usual posts by the main terminal. Arcee waved at Fluttershy, then took off to do...whatever she does in her own time. Fluttershy now alone amongst her friends' depression, she moved forward, her hoof/clamp fusions making the cuuutest little popping sounds. Like the tromp-tromp-tromp sound made by Optimus' footsteps had been run through some manner of 'Fluttershy filter'.

Seeing as Applejack was the most upset, since she wasn't moving, Fluttershy resolved to go to her first when Miko suddenly popped into her field of view.

"Whooooaoo!" Miko gasped. "What happened to you?" She poked at Fluttershy's recently developed breastplate. Fluttershy muttered and tried to hide behind her mane, but Ratchet was kind enough to answer for her.

"She was adopted by the Insecticon Queen and as a consequence, was turned into a technoorganic Insecticon...Pony fusion."

"Really?"

"Yes, she might've been turned into a full-fledged Insecticon had..." Ratchet cleared his throat. "_I_ not interrupted the process."

Miko looked at Fluttershy like an investigator for a minute, something which made Fluttershy very uncomfortable. "Hey, Ratchet, Can I-"

"No."

"Oh come on! You don't even know what I was going to say!"

"You were going to ask to be adopted by the Queen so you could be an Insecticon too." Ratchet put one hand on his hips and flicked the other in the air. "Tell me I'm wrong."

Miko crossed her arms and lowered her neck. "You're wrong..." though Ratchet was probably right and she was just being Miko, as she walked off after saying as much.

"Um...right." Fluttershy was about to resume her approach when she noticed Raf looking up from his laptop at Pinkie nervously. He kept looking back down at the mobile computer, presumably so somepony wouldn't notice, but it was too late; Fluttershy had. She flitted up and stood herself besides. "Hello, Raf."

Raf acknowledged her presence with a lazily flick of his arm. "Hey."

Fluttershy averted her gaze away from him. "...Could I see what you're doing?"

"Not much." Raf answered, turning his laptop so Fluttershy could see all the bits and pieces of binary filling the screen up. "Just playing around with code."

"Uh-huh." Fluttershy nodded her head, trying not to offend him with the fact she didn't understand a single thing on the screen. "So...I noticed you were looking at Pinkie Pie a moment ago."

Raf slapped himself against the neck. "...Oh...you saw that, huh?"

"Mh-hmm." Fluttershy nodded. "What's the matter?"

Raf pushed his laptop away and clasped his knees. "Well, it's just that...you know that beeping way that Bumblebee talk?"

"The...deeiit...weeeeeeee...ooooo-?" Fluttershy pronounced onomatopoeia for the sound effect of BUmblebee's speech. "That?"

"Yeah...up until Pinkie got here, I was the only non-robot who could understand him. But now that she's here, Bumblebee really likes talking to her..." Raf turned away from Fluttershy. "Since she can talk back..."

Fluttershy pouted, unsure what to say. "Ummm..." she put her hoofamp on Raf's shoulder. "I'm sure if you ask her nicely, she'll be happy to teach you how to do it."

Raf looked at her hopefully. "Really?"

"Y-" Fluttershy stopped mid-sentence. It just wasn't in her to lie. "Maybe."

"Mmm." Raf jumped up from his seat and pitter-patterd towards Pinkie. "Hey, Pinkie Pie!"

Pinkie rolled the ball at Dash, then slowly turned her head to face him.  
Raf circled his foot on the ground. "Well, um... You know that beeping thing Bumblebee does? I can understand it, but I can speak it like you, so I was wondering...c-could you teach me?"

That seemed to distract Pinkie enough from whatever it was that was depressing everypony.

_Beep booop beep._

Raf pumped both his fists into the air. "Yes! Thank you so much, Pinkie!"

_Dodo-eeeo dodo eeeee?_

"Uh, yeah." Raf answered. "I know one room in the hallway where we can practice. Come on, I'll take you there."

"Remember not to touch anything." Ratchet reminded them. Pinkie Pie got up and followed Raf out of the room.

Dash sourly pawed her ball. "_Now _who am I supposed to play with?"

"I'll play with you, Dash." Fluttershy offered before a _whhhuum_ came from her stomach. "...right after I eat something." She galloped off.

Dash tucked in her cheek, not amused. She smushed the ball in her hooves, shook it, then tossed it at at Applejack, getting a bulls-eye that knocked Applejack's Stetson right off her head.

"HEY!" Applejack shouted, swiping her hat off the floor and putting back in it's rightful place.

"Oh come on!" Dash protested, falling backwards so that she was on back. "That was funny and you know it."

Applejack couldn't maintain her angry expression. "...Yeah, ah guess."

* * *

Megatron was tapping his foot impatiently on the bridge, waiting for Dreadwing to return from the mission he was given, when he suddenly felt something...or rather, quit hearing something in his head. He was savvy enough to know that whatever happened, he couldn't hear Twilight's thoughts anymore...but that didn't necessarily mean she was dead. On the contrary, it could mean she enough control of the Dark Energon now to block him from her mind...

* * *

Silas crooned his head back imperiously. He hadn't been expecting the sight before him, but as a master of self-control, he wasn't surprised. "How long has she been like this."

"Ehhm...some odd amount of mega-kliks." Starscream answered. "I tried to warn her, but it appears my message was...misconstrued."

Silas 'hmm'ed. "Is she still...functional?"

"Hard to say."

The two of them took another glance at Twilight Sparkle, lying down on her belly unconscious. The Dark Energon crystals she had stabbed into her sides jutted upward out of her shoulders in some twisted mockery of royal regalia.

Starscream scraped one of his exceedingly long nails against his hand. "I do hope she recovers soon...It would be such a shame if we had to...put her out of her misery."

Silas 'hmm'ed. "Yes. Her capabilities with technology have proven far too valuable to MECH for her to leave us like that." Silas raised his eyebrow at Starscream. "And some others." He rubbed his knuckles against his side.

Starscream, seeing what he was getting at, clutched his claws against his side. "Ehhehheh...I do _so_ hope you feel well soon, Twilight Sparkle."

A electric arc traveled from one crystal to another crystal on the same side of Twilight's shoulder. Twilight gasped for air. "...cace..."

"Cace?" Starscream parroted. "What do you mean, cace?"

"...cace...rrrr..."

"The Tracers." Silas deduced. He reached into his belt and pulled out a walkie-talkie. "Silas to available operative. Collect the Tracers and bring them to my position."

Twilight's eyes twitched, but did not open.

The door to the room slid open. A MECH agents wheeled a trolley with a trash can on top of it into the room. Twilight's Dark Energon began reacting, glowing and highlighting her veins. All of the Tracers in MECH's possession began swimming upwards out of the trash can and flocked over to Twilight Sparkle, nestling themselves on her body like young pups or hatchlings trying to comfort their mother. It was kinda disturbing, actually.

Twilight weakly raised her front hoof and shook it at the air, presumably trying to convey something to the mechanical bugs on her. They seemed to catch her meaning, as a detachment of them got off and started balling themselves up into some of solid cloud. Twilight put her hoof down on it, and it started raising her upwards as much it as could. The rest of the Tracers followed suit, forming clouds until their misstress had one under each of her hooves. Once they had get her stomach off the floor, they rearranged themselves into a much larger, single cloud that Twilight could either lay or stand on at her discretion. She gasped for air again.

"Uk...cd..."

"Ukcd? The MECH agent questioned.

"Uck...ck...Duck!" Electric arcs traveled on the Dark Energon in both her sides and her horn started glowing, seemingly against her will. A huge sphere of white, purple-rimmed energy formed, then rocket upwards at the ceiling in the form of a laser beam. It traveled across the ceiling, then down the wall until was on the floor. Starscream leapt from the corner of the room while the agent hid himself inside the trash can. Silas calmly remained where he was, only taking a few steps backwards when the beam got too close for comfort. The beam, once having left a scorch mark on nearly every part of the room, disappated.

"Hoo!" Twilight squealed, standing up on her Tracer cloud platform. "I feel much better now."

"How so, Twilight Sparkle?" Silas asked.

Twilight gestured to the crystals in her shoulders. "The Dark Energon...yeah, just...just try to take in a liiiiittle too much all at one time, but I'm fine now." Twilight cast her eye upward at her horn worriedly. "I might..._discharge_ again though." Twilight wobbled slightly with a dreamy expression.

Silas noticed. "Are you...certain you're well, Miss Sparkle? I'm sure the siege could be postponed until you're completely well."

"Yeah, yeah, I'm fine, it's just-_ooooooh_...it's really sad humans are allergic to Dark Energon, Silas...you should be able the _feel_ the _power_ I'm feeling."

Silas smiled at her, not keen on the idea of him having Dark Energon installed into himself. "There are...other ways to experience power, Twilight Sparkle."

"I'm sure there are." Twilight agreed chipperly, hopping off the Tracer cloud. She waved them off dismissively. They all teleported out of the room.

"Aw man!" The MECH agent complained, climbing out of his trash can hiding place. "You guys have no idea what I had to go through to all of those!"

"They'll come to me when they are called." Twilight told him imperiously. "Now, where's the Commandbot?"

"Uh, still in the Dark Energon storage room." Starscream told her. "Where...Airachnid has been so loyally awaiting your return."

"Well?" Twilight snarled.

"...Well what?"

"GO GET THE COMMANDBOT!"

Starscream wheeled out of the room at Twilight's unexpected volume.

"Honestly..." Twilight muttered, shaking her head. "Some ponies you just have to explain everything, right SIlas?"

Silas shrugged his shoulders, no doubt pretending to be an _actual_ human for the sake of conversation. "Nothing that can be done about it, sadly."

Starscream came back, pushing the Commandbot on it's ankles into the room. "Here-_hufff_-it-_huff_-is." Starscream made a motion that resembled wiping sweat from his browplates, but as his species didn't sweat...

Heedless, Twilight's horn began giving a set of three purple rings. The same set appeared on the Commandbot's head antennae. Having received her orders via magic, the construct transformed into it's vehicle mode.

Twilight raised her leg up and brutally sliced it with her horn. She only had so much blood, but she had enough for...whatever it was she was about to do. She let it bleed out on the floor for a little while then used her magic to levitate the fluid off the floor and through the air, the blood sloshing around in her magic's grip like a snake. She telekinetically opened the Commandbot's gas tank and poured her blood in it. Starscream covered his mouth with his claws in disgust, and probably would've barfed had his biology supported it.

Twilight used her hoof to close the gas tank, and the Commandbot hummed and whirred before transforming into robot mode without being commanded. It looked at her as though it was waiting for something.

"Go to the cloning lab." Twilight instructed. "Plug in some of your fuel and activate the switch."

The Commandbot nodded before rocketing out of the room. Starscream barely managed to duck out of the way in time. Starscream also saw Twilight looking quite pleased with herself.

"I thought about what you said about wasting protoforms." Twilight explained. "So I made a workaround."

"A workaround? More like an impending cataclysm!" Starscream shrieked. "The cloning recipe calls for Energon, not Dark Energon! There's no telling what could happen! Trying to substitute Dark Energon could cause the tubes to blow out, or explode, or create some shambling horrors that are utterly uncontrollable-"

Starscream barely had time to duck as six, bright red colored, slightly larger then the norm Morbots rocketed into the room and lined themselves up in front of Twilight.

"Or... go exactly as planned." Starscream quietly added.

"Or it could do that, yes." Twilight agreed, teleporting herself inside one of them. "You want in one, Silas?"

"No thank you." Silas turned her down. "I prefer to work behind the scenes, if possible."

The Commandbot nodded. "Okay. I understand."

"Twilight Sparkle." A MECH agent called urgently through a comm. "We have arrived at the location of the crashed Autobot ship, but there's a problem..."

"What? What is it?"

"I think you should see for yourself..."

The Commandbots, Starscream, and Silas all navigated their way through the Harbinger to the bridge room.

"What is it?" Twilight asked the Morbots piloting the bridge.

"Decepticons." One replied, pushing a button that showed the view on the Bridge's screen.

Dreadwing and a multitude of green jet Vehicons were marching around the ship. Black plates were on their mouths and clear visors were on their faces, and all of them seemed to be holding a large, grey-with-purple-accents, pump-shaped devices that were probably some form of Cybertronian smokers, like the kind humans used to kill wasps.

"What are they doing?"

"If I had to speculate, Twilight Sparkle, I'd say they're here to either purge the ship of the Cybonic Plague and destroy the corpses."

The Commandbot's head looked at Starscream dubiously. "...Couldn't they just blow up the ship?"

"Perhaps." Starscream answered. "But it's not unreasonable to think that the shrapnel from the explosion could spread the Plague within."

The Commandbot turned from the controls. "We're going down there." She beckoned the other Commandbot's with the claw on hers.

* * *

The Plague ship stuck out of the sand dunes, it's coloration brown and aged to the point where if it was like that originally or not didn't really matter anymore.

"Move quickly!" Dreadwing urged. "I can hear an active ship approaching. A sample of the Plague's Anti-Virus must not be acquired for study by anyone; The secret is Megatron's alone."

"I'm sorry, Commander." A Vehicon apologized. "It is a big ship. Covering every inch of with the spray will take some time."

Dreadwing grimaced. "Time we-"

"Do not have?"

Dreadwing and the Vehicon looked up see brightly-colored robots with rockets in their feet descending down towards them.

The Vehicon prepped it's blaster. "Identify yourselves!"

"What, you don't recognize me with my shiny new clothes?"

Dreadwing snorted. "Twilight Sparkle. What exactly are theses misrepresentations of the Decepticon army?"

"Command Morbots." Twilight answered. "And the only thing they represent is that you.." Her's and the other Commandbot's pointed their blasters quite emphatically. "(This a phase I'd never thought I'd say) are going to get away from my corpses!"

The Vehicon raised his free hand into the air. "Um, I have a question."

"Make it quick." Twilight and Dreadwing growled.

"Wouldn't they be Optimus Prime's corpse? Cos'...they're Autobots, see?...and Optimus is the leader of the Autobots, right?"

Dreadwing tapped his chin. "He bears a valid point, Twilight Sparkle. Would these corpses not belong to Prime?"

"...I don't have an answer to that. So, I'll just do _this_!" Twilight's Commandbot lunged at Dreadwing and raised it's blaster-arm to bludgeon him, but Dreadwing whipped out his Gatling gun and used it to block Twilight's attack.

The Vehicons stopped what they were doing to wait for orders.

"Resume the mission!" Dreadwing screamed, batting Twilight's Commandbot away with his large gun. "I will hold off Twilight's contingent!"

The Vehicons nodded in understanding and kept on spraying.

Dreadwing started putting the pressure on Twilight's Commandbot, smacking and batting with his heavy gun, which he swung around as though it was as light as his sword. From within the red Morbot's cockpit, Twilight focused her magic intently, eventually succeeding in levitating Dreadwing's gun of his hand and tossing to the battlefield's side.

"Ha!" Twilight laughed. Then she just nearly avoided a screaming bullet whizzing by her head. She looked at the Commandbot's visor to see Dreadwing with a smoking pistol in his hand.

"...Well played." Twilight complimented.

"You flatter me, Twilight Sparkle." Dreadwing then pocketed his pistol and tackled the Commandbot to the ground. It kicked him off, but he grabbed it by it's legs and hurled it, deactivating it. Inside, Twilight uselessly pounded on the controls.

The other Commandbots surrounded Dreadwing. Dreadwing whipped out his sword, twirled it around for a little bit, then plunged it straight throuhg one of the red Morbot's chest. He used the shish-kabboed construct as a bat on it's fellow models til no Morbot was left standing. He shook the one on his sword off his sword, twirled the blade around some in victory, then sheathed it. He had beaten all five of the Commandbots.

Wait...weren't there six?

"Commander!" A Vehicon screamed at the entrance of the crashed ship. "We have removed every last trace of the Plague from the ship, but-"

His sentence was cut short, but Dreadwing knew what he was going to say. The mostly-red, blue-chested Autobot with nothing indicating any kind of vehicle mode with glowing eyes and mouth that jumped on him and wrapped it's arms around his neck was telling enough.

Dreadwing brought his sword back out and rushed to the Vehicon's aid, slicing the Terrorcon Autobot's arms off at the shoulders.

"Get everyone out of there! Now!" Dreadwing barked.

The Vehicons, having heard Dreadwing's commands, marched right out of the ship while Dreadwing stood guard.

"Is that everyone?"

"No, sir." The last Vehicon out answered.

Dreadwing stole Heatwave's catchphrase of "Hrrrn..." and ran into the ship in search of the remaining Vehicon. Dreadwing found him on the edge of the hall, being waylaid by the Terrorcons.

"Get away of my soldier!" Dreadwing screamed. He came streaking through the hall, sword a-swinging until the Vehicon could get off the floor.

"Thank you, sir."

"You may thank me when we are safe. Go! There is something I must do..."

The Vehicon put his together humbly, muttering some grateful words as he ran out of the ship. Once his soldier was gone, Dreadwing reached into his backpack and pulled out his trademark bomb. He placed on the ground and set it to detonate, then transformed and jetted out of there. His plan? Of course, it was to blow up the ship, depriving Twilight of her Terrorcon warriors. It was a good plan, as Terrocons were too primal, too bestial to understand the threat of explosives. But the Commandbot that had snuck into the ship in the first place was the opposite: Advanced. Hearing the ping of Dreadwing's bomb, the Commandbot scooped the bomb off the floor in it's claw and rocket booted out of the ship. It flew into the sky and tossed the still-ticking bomb at Dreadwing's fading silhouette. The bomb went off in the sky, but too soon to consume Dreadwing in it's fire, let alone shake him in it's shock wave.

Twilight's personal Commandbot had recovered enough that she could make it stand and look up at the sky where the explosion was only now finishing.

"Ha! I see what you were trying to, Dreadwing, but you didn't take into account the Morbots awesome intelligence! Oh, and good work, Commandbot!...Now, bring my soldiers to me."

The Commandbot in the sky saluted, then jetted itself back to ground level and into the ship. It came marching back out with a number of Terrrocons behind it.

Twilight's Commandbot approached the Terrorcons. "Excellent, excellent..."She pushed a few buttons on the Commandbot, sending remote controls to her squadron to scan the ship. Triangular red lasers emitted from the Commandbot's visor and swept across the shop.

"Uh-huh...no trace of the plague." Twilight nodded at the results. She activated the Commandbot's comm. "Starscream, Silas! Lower the Harbinger so my Terrorcons can board."

* * *

Megatron stood with his arms crossed, watching Soundwave work on the files. "Nnnrgh..."  
Megatron's attention was caught by the door to the room hissing open. Dreadwing and the Vehicons who had accompined him came in

"Well?" Megatron growled, turning around. "Did you succeed in purging the plague and blowing up the ship as I instructed?"

"...Yes and no, master." Dreadwing bowed humbly, trying to excuse himself. "While we were able to remove all traces of the Cybonic Plague and prevent a sample of the Anti-Virus from being recovered, Twilight Sparkle succeeded in raising the Autobots within the ship."

Megatron's spiky shoulderplates sprung up slightly. A sure sign of agitation on his part. "And whose...fault..._is that_?"

All the Vehicons started rubbing their hands together uncertainly and looking at each other. Dreadwing stepped forward and took credit.

"Mine, master...I was unable to both detonate the ship and dispatch Twilight Sparkle's Morbots."

Megatron's interest in scolding his troops seemed to fade. "...Dreadwing, Tell me more of these 'Morbots'."

"Unthinking robots equipped with the power of flight in their robotic modes. Built by either Twilight Sparkle or her human allies, no doubt."

Megatron tilted his vision back over to Soundwave's work. "If Twilight Sparkle has access to robots capable of flight in their non-vehicular forms, then her raising the Autobot's departed ranks will be the least of our worries...Especially if, as you claim, you removed all traces of the plague."

A Vehicon stepped forward and bowed. "We did, sir."

"I will hold you to that. If Autobots start raining on our halls spreading death through the air, it will be on _your _head!"

A _peep-peep _came from the computer where Soundwave was working. Soundwave's head bobbed as he thoroughly scrubbed the unexpected development. He unplugged one tendril and snaked it over to Megatron, tapping him on the shoulder.

"What is it, Soundwave?"

Soundwave pointed his spidery finger at the computer screen. Megatron tromped over and glared at the contents.

"A high-frequency signal..." Megatron noted. "With an embedded message!..." Megatron read the message out loud. "Come to these coordinates..."

Megatron tilted his neck downward while his lips curled the opposing directions.

"To find the Autobot base."

* * *

Fluttershy sluggishly climbed up the platform where Rainbow Dash was waiting, a slice of apple stuck to her lip.

Applejack couldn't help getting concerned with her slow movement. "Fluttershy, are ya all right there, pardner? Y'all don't look so hot."

"Oh...I still feel hungry." Fluttershy answered. "But...I said I would play ball with Dash after I ate. I ate, so now I'm going to play ball with Dash."

"Are you sure, Fluttershy?" Dash tenderly rubbed the ball. "Applejack's right. You don't look like you're up for anything."

"It's just...rolling a ball." Fluttershy muttered. "It can't be...that hard..." Fluttershy fell to her stomach with a whump and a _woooooonn_. She pushed herself back up. "Can it?"

"Well, no but...urgh." Dash groaned in frustration and just pushed the ball along, rolling it towards Fluttershy. Fluttershy grabbed it in her clamps, then fell back down again.

"All right, that's it." Applejack declared, getting up and walking over to Fluttershy. "We're taking y'all someplace ya can nap." She attempted to pick Fluttershy up, to no avail. Being a half-Insecticon made her heavier then Applejack was expecting. But now that Applejack was expecting it, she was prepared for it this time and tried to lift Fluttershy again. Fluttershy made another _wooooonn_.

By now, Ratchet's attention had been drawn. "What's wrong with Fluttershy?"

"We don't know." Applejack answered as she tried to make Fluttershy lift off the ground.

Ratchet scractched his chin, then snapped his fingers. "Wait here." He ran out of the of the room and quickly came back with a glass delicately placed between his index finger and thumb. "Make her to drink this. If I'm right, it'll heal right back up."

Applejack cautiously took the glass. "And if yer wrong?"

Ratchet shirked. "It'll make Fluttershy feel worse."

Applejack leered at the glass. "Well, here goes..." She forced Fluttershy's mouth opened and started slowly pouring the glass' contents in it.

Fluttershy whirred back to life, with a literary emphasis on the 'whir'. "Oh...I feel so much better now!" She stood up and took the glass from Applejack's hoof and poked her tongue-...her glossy, brown proboscis into the glass and started sipping it up. The proboscis was transparent, so that everypony could have the misfortune of watching the liquid being suctioned inside it.

"...Fluttershy, ah love ya, darling, but seeing y'all with that thing sticking out of yer mouth is just plain wrong."

"Applejack!" Rarity scolded. "That's Fluttershy you're talking about!" Rarity took a glance at it. "...All right, forget what I just said: That thing is rather disturbing."

"'Arr'ee." Fluttershy apologized through her proboscis for grossing her friends out. Once she totally drained the glass, she signed in relief. "That was good, Ratchet. What was it?"

"Energon." Ratchet replied causally.

"... ... ... I'm sorry, Ratchet, I thought you said this was Energon."

"I did. Because that's what it was."

"Now why would y'all feed Fluttershy Energon? We told y'all what stuff does to ponies, didn't we?"

"You did." Ratchet admitted. "But I think you should keep in mind that Fluttershy is no longer a Pony...uh, don't take that the wrong way, Fluttershy."

"I know what you mean." Fluttershy assured.

"I'm...afraid I'm not quite up to speed." Rarity admitted.

Ratchet held his hand out as he explained. "Fluttershy was converted into an Insecticon. Insecticons, different from most other Cybertronians as they might be, still run on Energon. Fluttershy, now being a part-Insection-

"Partly runs on Energon." Rainbow Dash finished. "So does this mean Fluttershy, will like, stop eating normal pony food?"

"Hard to say for certain." Ratchet answered. "While she's clearly shown she_ can_ eat, whether or not she _needs _to is...going to require more research."

"Research?" Rarity squeaked. "Pardon me, Ratchet, but I do not like the sound of that."

"Nothing too invasive." Ratchet quickly assured her, waving his hands across the air. "Just...documenting her behaviors."

All the ponies got sad again.

"...Twilight would've loved helping with that sort of thing."

"Yeah...Twilight's always been a big fan of that science stuff."

Jack walked and put a comforting hand on Dash's shoulder. "If anyone can find a way to fix Twilight, it's the Autobots, right Optimus?"

"Your faith in our abilities is appreciated, Jack." Optimus answered in that not-actually-answering-the-question way that old people always seem to like answering in.  
A _peep-peep_ came from the computer. Optimus's browplates furrowed in concern.

"Optimus?" Ratchet asked.

"Ratchet, examine this signal." Optimus gestured to the computer's screen.

"A high-frequency-" Ratchet pouted. "You know what? I'm not even going to finish that sentence. What does it say?"

"'Come to these coordinates to find the Autobot base.'" Optimus read out loud.

"What!?"

"You mean the Decepticons know where you are now?" Jack exclaimed.

"What are ya gonna do?" Applejack questioned. "If the Decepticreeps-"

"At ease, my friends. The Decepticons have not located our base." Optimus informed everyone. "If they had, they would not have broadcasted a message including coordinates mistaken for the coordinates of our base."

Ratchet eyed Optimus and took his position by the computer.

"Mistaken?" Applejack questioned.

"Yes...mistaken." Ratchtet answered. "I don't know where these coordinates lead, but they are _not _the coordinates of our base."

"So, the 'Cons don't know where we are." Jack said. "That's good, right?"

"While the location of our base remains a secret, I fear we have only traded one cause of concern for another. If they have not located, then who would broadcast this message displaying these false coordinates...and why."

"High frequency signals are something of a tool of Starscream's." Ratchet pointed out.

"And we know that Twilight Sparkle has aquired an large quantity of Dark Energon, in addition to the Morbot and their replication of myself."

Ratchet looked around the base in disbeilef. "Optimus, I doubt even Starscream would be so bold or Twilight so incautious as to set a trap for the Decepticons with only themselves, a copy of you, and some inadequate human-built flying trash can!"

"Perhaps they have acquired something else to assist them in their goals." Optimus punched in the coordinates in the GroundBridge's controls and pulled the lever. "I would appreciate your company in investigating this, old friend."

Ratchet nodded. "Of course, Optimus."

Optimus and Ratchet entered the GroundBridge, coming out on the other end to see themselves on a bunch of rocks some distance away from a military base, shelters in rows, all overshadowed by something.

"What could be casting such an immense shadow on this base?" Ratcheted questioned.

Optimus looked upwards. "...I believe we know what else Twiligh Sparkle has aquired."

Ratchet creaked his neck backwards to see what Optimus was looking at. "By the AllSpark..."

In the sky above, the _Nemesis_ warship hovered ominously a radio's tower height above the base, facing forwards at a green ship that resembled it, but it was different in exact shape. Like the mighty citadel of the Decepticons was looking at itself in funhouse mirror.

Optimus activated his comm. "Agent Fowler, I request that you evacute a military base at my current location."

"_Sure thing, Prime- oooh scrapping hay_." Agent Fowler answered.

Optimus, concerned as always, asked Fowler for a check-up. "Is something wrong, Agent Fowler?"

"_That's General Mad Dog's base. I hate talking to that guy...hold on for a minute, Prime. I'll see what I can do._"

* * *

Agent Fowler, from where ever he was when he wasn't running interference for the Autobots or chewing them out for making him have to run interference, dialed Madison's numbers.

"General Madison." Agent Fowler called, making no effort to hide his contempt.

"_Fowler,_" Madison sneered back through the comm. "_To what do I owe the pleasure?_"

"We've detected a, ehhhh...energy spikes at your base! Get your people out of there and I'll come there with a specialized team to deal with it."

"_Ooooh! A specialized team? Oh, gee, I guess I'll just go ahead and evacuate my entire base- NOT! You listen here, Fowler! I got a squad of Walkers that itching to fire, and two SPACESHIPS in MY airspace! I'll deal with them, my way...unless, of course, you'd be willing to explain said spaceships?_"

Fowler rubbed his temples. "...No." He switched the comm back to Optimus' signal. "Sorry, Prime. Mad Dog's thicker then your hide. Now, I don't like the guy, but try to keep him from getting hurt."

"_Understood, Agent Fowler._"

* * *

In the _Harbinger_, the Commandbots, one of them with the good Doctor Morroco inside, examined the position of the Nemesis.

"Why isn't he attacking?" Morroco asked with a panic.

Twilight's Commandbot shrugged.

"Commander Twilight, we're being hailed." An agent's Morbot told them.

"Respond." Twilight instructed, walking to observe the controls.

"_So, Twilight Sparkle!_" A miniature screen the size of a computer chip showed vibrating pink, green and blue lines that bounced and flucated to the pitch and tone of Megatron's contemptuous voice. "_You think just because you can get the Harbinger back online you can challenge my ship directly with coordinates claiming to lead to the Autobot base?_"

Twilight's Commandbot motioned for the agent's to move aside so she could answer. "No, Megatron. I think because I got the _Harbinger_online, lead you here with false coordinates, have an army of Morbots and a squadron of recently-disinfected Autobot corpses, plus alllll the information your former second-in-command has to offer that I can challenge your ship!"

"_Hmph._" Megatron huffed. "_Very well. I will show you firsthand, Twilight Sparkle, why it is called a WAR ship!_"

A dial tone suggested that Megatron had ended the transmission.

"Just one more preparation..." Twilight muttered. The sound of extremely intense magic being cast was audible from within Twilight's Commandbot. So extreme that when it was finished, it sounded a little like an explosion inside of it.

Starscream hesitatingly showed something that kinda resembled concern. "Err...are you-"

"I'm fine." Twilight answered. "Let's go."

In the purple war cruiser, Megatron began dictating his troops to their battle stations.

"Control the sideguns! Man the stasis beam! activate any offline cannons you find! And above all...keep...Soundwave...WORKING!"

* * *

2 dozen helicopters began flying out of the base. Four of them each had towlines hanging from them and connected to huge metal crates the size of the ones in the shipyard Wheeljack and Rarity first met in.

"Agent Fowler," Optimus asked, "There is a convoy of helicopters removing crates from the base. Do we know the nature of their cargo?"

"_...We might._" Agent Fowler answered a moment silence. "_Walkers._"

"Walkers?" Ratchet looked up at the crates. "I don't like the sound of that..."

"We should return to base and gather our forces. Optimus to base. Requesting GroundBridge."

* * *

_Beep eeep eeep._

Raf attempted to repeat Pinkie's beeping, but the noise that came out of his mouth was more like that of a horse who swallowed a fly. Or a gun with something stuck in the barrel. Or any number of things that weren't bleep speech.

_Eeep doot-doot- _

Pinkie, hearing herself speak more in bleep then English, cleared her throat and wrapped her leg around Raf's shoulders. "Ahem, what I meant was keep trying Raf. You'll get it eventually."

Raf wasn't really assured, as evidenced by the way he slumped down onto the floor. "Are you sure? I mean, you do it just fine without any practice."

"I have had lots of practice making weird noises!" Pinkie told him. "Bumblebee's beeping is just another bag in the mix!...Or is that 'mix in the bag?"

Pinkie curled her hoof under her chin, trying to think of what it was she was thinking of. "...Nut in the bowl? Nut in the bag? Bag in the bowl?"

Raf decided to take the opportunity to ask about something that had been bugging him... "Hey, Pinkie?"

"Balloon in the-yeah?"

"You know how you're from Equestria, and the Autobots are from Cybertron?"

"Uh-huh..."

"Well...Earth English is a language that took years to develop, with hundreds of different etymologies from a dozen totally different languages like French and Latin."

"Go ooonn..."

"So how come all you aliens speak it perfectly!?"

Pinkie raised an eyebrow and shrugged. "...I dunno."

"Autobots, Little Ponies!" Optimus Prime's voice suddenly came soaring through the halls.  
Raf lagged behind Pinkie to the main control where Optimus and Ratchet were waiting, along with Bumblebee, Arcee, Bulkhead, Bob, Dash, Fluttershy and Rarity. Jack and Miko were there too...

"Care to explain the unscheduled meeting?" Arcee said dryly.

"A rare opportunity has arisen." Optimus answered. "Twilight Sparkle has restored the _Harbinger_ to full functionality."

"Whoa, hold on. The _Harbinger_?"

"That wreck the Immobilizer was on?" Bulkhead asked. "That thing was torn clean in two!"

"Twilight and her MECH allies have succeeded in making it _one _again." Ratchet somewhat crankily answered, clearly thinking this went without saying.

Optimus began briefing everypony.

"The MECH alliance has lured to the Decepticon warship to a set of coordinates. For what reason is unknown to us at this time, but it seems clear that they intend to siege the warship. This presents us with a rare opportunity to achieve a goal we have been waiting for quite some time now."

"You mean attacking the warship in the middle of a firefight between the 'Cons and MECH duking it out?" Arcee balked. "Optimus, maybe if we had more firepower, but as it stands, there's no way we could get in, grab what we want, and get out."

"We have the aid of the Ponies. They have proven capable of handling the Decepticons on their own." Optimus turned away from Arcee and tromped towards Fluttershy. "Fluttershy, It grieves me to rush such a momentousness decision on young shoulders, especially ones as tender yours, but it is rare that an oppurtuniy of this caliber to appear more then once. You must decide whether or not you will allow your Insecticons on the mission I asked of you, and you must decide now."

Fluttershy pawed at the ground, then looked upa at Optimus' face.

"We will think no less of you if you say no, Fluttershy."

Fluttershy looked around the room before closing her eyes and nodding. "Okay. I'll do it."

"Thank you, Fluttershy. I know better then some what it's like to send close friends out as soldiers. Autobots, Ponies, prepare to roll out!"

"Optimus, we don't have wheels..." Applejack attempted to point out, only to be undercut by Pinkie rolling herself into a ball, tucking her hind legs in and making her tail wrap around herself. She looked like giant two-flavored gumball. She started bouncing down the stairs and rolled over to the GroundBridge entrance.

Ratchet looked at the rest of them expectantly, almost like he was waiting for them to do the same thing. As if they could match up with Pinkie's contortionist abilities.

"Wut?"

"Hey!" Miko interrupted. "How come we can't go this time!?"

"Cause y'all can't do this." Applejack answered, bucking a counter behind, putting dents in...and causing a bunch of tools to clatter to the floor.

"APPLEJACK! _I NEEDED THOSE_!"

"Sorry!"

Optimus cut the converstion short with the order to activate the GroundBridge so they could go fetch Fluttershy's subjects.

"Additonaly, there is something I wish Bulkhead to do."

Bulkhead happily curled his hands into fists and smilled with grit. "I know what you mean, Optimus..."

For Celestia's AllSpark knows what reason, Bulkhead's tone sent a chill up Rarity's spine.

Raf reached over to activate the GroundBridge with his laptop, but Miko pulled his hand away. "Allow me." She put her finger on the trigger key.

Everyone but the humans started going through, though Bob hit his knee on the computer, which made something fall off onto the ground. Seeing as the Autobots were pressed for time, he just swept it up with claw and pocketed it before marching to join everyone else.

* * *

Two barreled guns on stands began popping out of the Nemesis' side, aimed for the Harbinger. The _Harbinger_ mimed the motion as way of arming itself.

There was a somewhat eye-searing contrast of colors between Starscream's jet mode amidst the rocketeering red Commandbots and black Morbots heading straight for the Nemesis' top.

A sea of black broken up only by the Commandbots began forming on the back of the warship, clouds and water vapor easily visible in the high altitude. Starscream transformed into his robot mode by Twilight's Commandbot.

"All right, Starscream. How long can we expect before Megatron knows we're on top of him?" Twilight questioned.

"Well, based on the fact we were hailed, so I would say that..." A jet engine noise alerted the lot of them. "Not very long!" Starscream aimed his arm-rocket, trying to find the source of the noise.

"...Starscream, what's that?" Twilight's Commandbot pointed it's claw at the direction they had come flying in from.

Starscream rotated his neck around to see what Twilight was looking at. A giant flying vehicle of indeterminate model was hurlting at them. It kinda looked like a sports car, but with no wheels, thrusters on it's back and blade-like protrusions on it's sides.

And it really was_ hurtling _at them

Starscream's eyes widened at the realization it was about to barrel them over, too late to react, as the ship started scraping against the Nemesis' back and bowled Starscream and all the Morbots over.

"YEEEEEEEEEEEEEEEEEEEEEEEEEEE EEEEEEEEEEEEEEEEEEEEEEEEEEEE AAAH BABY!"

The black windowscreen at the front of the vehicle lifted open. Wheeljack jumped out of it and onto it's back, throwing his arms into the air. "WHOO! Take a note, Pinkie Pie: THAT is how you throw a party, Wrecker style!"

The buzzing of Insecticons hearled the approach of the Autobots and Ponies, riding atop the backs of the bot-beetles. The Insecticons landed on the Nemesis and allowed their rides off before transforming into their hulking robot modes.

Pinkie waved her hoof to Wheeljack's direction. "Okay!" using her unique powers of being Pinkie, she somehow pulled Rarity's notebook and quill out of Rarity's saddlebag without actullay touching the bag, and wrote down a note to include 'Morbot Bowling' in the event she had to throw a party for a Wrecker. Then as mysteriously as she had taken out, she put it back the writing instruments back in the bag.

"Looks like MECH help build Sparkle a few more trash cans..." Bulkhead commented on seeing the Morbots.

"And some new types of trash cans." Arcee added with a hard optic at the Commandbots.

Twilight's Commandbot stood up before the rest of the Morbots followed and aimed it's cannon at Optimus Prime. "What are you doing here, Autobots?"

"Oooohn, what's the matter, Sparkly Butt?" Wheeljack taunted from his perch on his ship, the Jackhammer. "Can't stand it when someone shows up to the party uninvited?"

"Well, knowing Twilight..." Rainbow Dash muttered. "Probably not."

Twilight's Commandbot aimed it's cannon and repulsed Wheeljack off the Jackhammer.

"All right, you Decepticreep wannabes: Let's throw down!" Wheeljack pulled out his two katanas and struck them agaisnt each other.

"Let's, Autopunk!" Twilight replied.

Wheeljack shirked his neck. "...Really?"

"What do you mean, really?"

"'Punk' doesn't with a 'B'. 'Creep' starts with a 'C'. "

"Oh, you want something that starts with a 'B'?" Twilight snarled with a slight unhingedness. "I'LL _GIVE _YOU SOMETHING THAT STARTS WITH A 'B'!" Twilight's Commandbot jumped over the Jackhammer and grabbed Wheeljack by the head in it's claw.

"LET'S DANCE, AUTO_B***H_!"

Twilight's Commandbot lifted Wheeljack and threw him, landing him on his back.

Ratchet rushed to his aid. "Wheeljack, are you hurt?"

Wheeljack started blankly upwards at the sky. "...She called me a b***h!"

"He's fine." Bulkhead concluded. "...and you were kinda asking for it, Jackie."

Twilight's Commandbot started approaching Optimus, and was almost in punching distance when Rainbow Dash flew up with her front legs spread wide.

"Hold on, Twilight! I don't want to fight you, but I will!"

Twilight's Commandbot seemed to relax. "...I don't want to fight you either, Dash."

The Commandbot launched it's claw arm, swinging _over_ Rainbow Dash and straight into Optimus' face.

Dash blinked her eyes, taking in what just happened. "...T-That's cheating!"

"Oh, cheating, is she?" Morroco sneered through his Morbot. "Tell me, Rainbow Dash, how can she cheat...when no one's established rules?" Morroco's Commandbot grabbed Dash in it's claw.

Twilight became upset at the maltreatment of the pegasus. "Morroco, what are you doing? That's my friend!"

"Er, yes..." Morrco's Morbot cautiously let Rainbow Dash go. "Forgive me, Twilight Sparkle...it was...the heat of battle."

"Hmm."

Pinkie suddenly appeared the two Commandbot's feet. "Hey, Morroco! Are you voiced by Tim Curry?"

"...What!?"

"Your voice is really hot."

"...I'm not even going to_ dignify_ that with a _response_!"

Gunfire suddenly rained down on them. All combatants looked up see the helicopters Optimus and Ratchet witnessed leaving the base and their cargo. The tow-lines unhitched from the crates, making the steel boxes dropped down onto the ship with them. A explosion went off in one crate, blasting the side wide open to reveal a huge machine that stepped out. As tall as Insecticon, and looked like it was made of various spare parts from other military vehicles. The cannons of an armored jeep replaced the arms. Lights from said jeep adorned the abdomen. Where was it should've been a Cybertronian head was instead a buff human in a large seat, strapped down by buckles.

"All right you bozos! I don't know you are or what you want, but you're in MY airspace, and General Mad Dog doesn't LIKE people in his airspace!" the human shouted in third-person. The other crates followed his lead, their sides being blasted by the Walkers in them.

"I'm guessing he's not a friendly." Wheeljack remarked, getting up. Bulkhead nodded. Wheeljack backflipped into a handstand, then front flipped from that onto the Jackhammer's back, subsequently sprinting across until he was back in the cockpit of his ship. The car-like aerial vehicle then made it's way off the Nemesis and into the air around to give the Autobots some air support.

An Insecticon claw batted Dash, sending barreling against the air. "Ow! Fluttershy, can't you control your Insecticons?"

Fluttershy scraped her hoofamp, like she was trying not to tell Rainbow Dash something. "I _can _control...mine."

Green beetle after purple tank after purple car were pouring out of the garage door-like entrance that no doubt led into the _Nemesis_proper.

Optimus looked up, having recovered from the Commanbot's punch. "The Decepticons have detected us and mobilized." Optimus' Ion Blaster made it's way out of his arm. "Autobots...BRING THE RAIN!"

"Ooh! Ooh! You know what would help?" Pinkie questioned.

"What?" Rarity asked.

"A song! Everypony was Kung Hoof Fighting-"

"No!" Dash growled. "No Kung Hoof Fighting!"

Pinkie Groaned. "Fiiiine! I'll come up with something original."

* * *

FRIENDSHIP IS MAGIC: PRIME TRACK 5:

The Laser Light Show:

Length: Medium: 2:00- 2:30

Performers: Pinkie Pie. Background Singer.

Pinkie Pie:  
The blasters are shooting

and the punches are grooving

all across the back of the ship

Come on, fembots and gentlecolts!

Don't you know?

Deep-voiced BG Singer:

Everypony wants to go to the Laser Light Show  
The Laser Light Show  
The Laser Light Show

Pinkie Pie:  
Every'bot's gun is a rooten-tootening

The siege is- a-moving

Falling through and giving the Cons' the slip

Move it, MECH goons!

You're taking it way too slow for the

Deep-voiced BG Singer:  
Everypony wants to go to the Laser Light Show

The Laser Light Show

_The Laser Light Show_

(Music fades)  
(Spoken)  
Optimus: Ratchet, what's going on?"

Ratchet: ...It appears the laws of time and space are distorting to allow Pinkie to sing and fight at the same time.

Arcee: Ratchet, I know you're one of the best medics we've ever had, but that is the biggest piece of-

(Music picks back up)

Pinkie Pie:

Weeee'''rreee in the warship now

The Autobots are roving

Plowing right through the Decepticreeps

And the Decepticons are knowing that

We are gonna wreck the place!

Then when we're done,

We'll totally mess up Megatron's face!

And Althoooough

You might wish it was longer, it should an awesome way to end off the-

Deep-voiced BG Singer:

Everypony wants to go to the Laser Light Show

The Laser Light Show

_The Laser Light Show_

(Now starting to fade in volume)

Everypony wants to go to the Laser Light Show

_The Laser Light Show_

_The Laser Light Show..._

* * *

'Laser Light Show' was not an remiss description. Beams of purple Morbot repulsion cannons, Autobot blue lasers, Decepticon red lasers, not to forget the sparks of Madison's Walkers guns all added to a very varied effect of lasers across the Nemesis back. Megatron's Insecticons grappled with Fluttershy's Insecticons, shrieking out accusations of treachery.

Arcee madly sprinted through the clashing armies, balancing her the heels of her feet just so that she was missed by all lasers, so that she could make a straight grab for Starscream. Once she had a clear shot at him, she jumped into the air and prepped her blades, but was knocked by an Decepticon blast into a Walker. Her thudding against his vehicle made the walker's pilot panic and blindly shoot at everyone, everywhere. His freziend shots blasted Twilight's Commandbot down just as she/it was about to blast Optimus. Instead, the Commandbot's laser repulsed a Tank Vehicon right into Bulkhead, causing Bulkhead's shot to hit the Walker, thus returning the misamed lasers to their originator.

Twilight's Commandbot transformed to let Twilight herself out. Bucking the door shut behind, the Terrorpony narrowed her eyes at Madison.

"Aw, scrapping hay." Applejack swore, taking note of Twilight's movements while bucking a dent into a chopper Vehicon's ankles.

"What?" Dash quesioned, shooting a Morbot's visor out with her rifle.

"Y'all remember Twilight's spell that gave Rarity them fancy wings?"

"Yeeeeah?" Dash questioned, leery of where this was going. "...Don't tell me she used it on herself."

"She done gone and used it on herself." Applejack told Dash agaisnt the rainbow pony's wishes.

Translucent, glittery blue wings with intricate green, pink and purple patterns that were larger then her body stuck out of Twilight Sparkle's back. There was also a faint pattern in them that wasn't there when Twilight had used it on Rarity. Likely caused by the same Dark Energon infusion that had let Twilight cast the spell without being as drained as she was when doing it on Rarity. The pattern itself looked a very, very faint trace of black sketchs that vaguely resembled the skeleton of a bat's wings.

Twilight Sprakle charge at Madison, blaming him for the disruption in her plan. Ignoring her new wings she galloped around the battlefield, then clung onto the side of the Walker's canopy after a huge jump. Madison and her locked eyes. Twilight adjusted herself so that Madison was looking at from the back.

Madison cocked his head back, thinking Twilight was..._mooning_ him.

Of course, she wasn't. Twilight's tail hairs split apart and began brutally tearing through the Walker's driver seat in a rather horrific fashion that brought a variety of colorful phrases to mind, such as "undead abombination!" "demon" and "damn tentancales."

After tearing up the protective coating enough, Twilight's tail hairs started wrapping around Madison himself and tore him out of the Walker. She shifted her tail to slam the general against the side of his own vehicle. Afterwards, she bounded off from the Walker with Madison still coiled up and started scraping and sweeping him up against the Nemesis floor. A full 180 degress, and Twilight decided he had suffered enough. She catapaulted him from her tail over her head to a good distance away.

Twilight Sparkle was blissfully unaware of how lucky she was Optimus didn't notice. She put her hoof to her earpiece- A MECH-issued one, so it was notiacly different from the ones her friends had. The ones her friends were white clips with a red and green light slipped onto the the back of thier ears and tiny enough to not really be noticed under their manes. Her's was black and circular with a antennae that poked through her mane that hugged tightly to the inside of her ear.

"Silas, it's time to activate phase two! Silas? Can you hear me, Silas?"

Silas and his servants stood on the Harbinger's computer keyboards, having gotten up there via still-attached stepladders. They were taking particular note of one of the things that were documented in the Harbinger's computer. They may not have been able to read Decepticon script, but they could make out schematics.

"Copy this all down." Silas ordered darkly. "This...neuron refractor is exactly what we need to successfully complete Project: Mechanoid."

The agent nodded, and started picking up the pace in his writing.

"Silas, can you hear me? Silas?" Twilight's voice questioned with worry through the comm. "I said activate phase two!"

Novo, sitting at a set-up card table with a huge -Cybertronian- remote on it, was quick to answer. "Sorry, Twilight. Silas is...preocupied. I hear you loud and clear. Phase two commencing." Novo hung up and pushed a button on the remote. He had to use his whole arm to press down the circuit.

A GroundBridge portal opened up some distance behind them.

"A remote control access to the GroundBridge." Novo commented. "Gotta love Decepticon scienetests."

A GroundBridge opened up in front of a pair of Vehicons, left behind to guard the ship's interiors specifically against just such an intrusion.

Nemesis Prime slowly walked out of it, arming his blade and blaster. "I am here to defeat Megatron. Stand down, and I will spare you."

Had the Vehicons proper eyes and not just visors, they probably would've rolled them. The Vehicons were espically trained soldiers, fearing more what Megatron might to do them for allowing an enemy to pass then whatever the enemy would do to them for attacking. They armed their blasters.

"So be it." Nemesis Prime coldly shot his blaster twice, blasting craters into both the Vehicons' chests.

"Now come!" Nemesis Prime directed at the still-open Bridge. Airachnid's zombified corpse lumbered through, followed by the reanimated Autobot plague victims.

Soundwave, moved to a secluded room to continue his work unperturbed by the siege. Nearly all of his tendrills were plugged into the computer there, so that he could have extra acesss to the vantages points of secruity cameras across all the ship. One camera alerted him to the presence of Nemesis Prime's and his gang. Reacting cooly, Soundwave pushed a button.

In the _Nemesis_' brigde, Megatron stood with his hands crossed behind his back in front of the computer. A ping-ping grabbed Megatron's attention. Soundwave had sent him a message. Megatron skimmed through it, and, realizing that Twilight Sparkle had planned to dispatch her Optimus knockoff into his ship's deeper corners while the majority of his troops were on the outer deck distracted by her Morbots. Megatron wasn't adverse to taking his risks, but to him, the put-there-spefically-in-case-of-something-like-thi s guards being able to take down the collection of Terrorcons was more of a gamble then a risk, and Megatron was not prone to gambling.

He slammed his fist on the bridge's controls, activating a speaker that was audible through the entire ship.

"Attention, all Decepticons on the outer deck! We have been infiltrated! Retreat and deal with the sabotuears!"

The Decepticons heard Megatron's command and obeyed them instantly, immeieadly falling back through the entrance to the ship.

The Jackhammer touched back down on the ship. Wheeljack hopped out, curious to know what happened. "Wonder what made the 'Cons decide to get out of dodge?"

"Didn't you hear?" Arcee questioned, high-kicking a Morbot aside. "Ship's been infilitrated from the inside."

"How?"

"Don't know. Are we going to check it out, Optimus?"

"We are." Optimus answered.

"NO ONE'S going ANYWHERE until I have ALL of you rounded up and ready for questioning!" Madison screamed, shaking his fist while lying on his belly.

"Uuh!" Twilight groaned. "That's enough out of you!" She used her wings now, raising herself up to the apex of the sky, then shot off short purple laser beams in a spreadshot way reminiest of bosses from video games. The lasers sprayed through all of the Walkers, putting holes in them until they were longer able to move properly. "Now that's done..." Twilight pointed at the door. "Transform and roll out!"  
The Morbots and Commandbots all converted and started driving through the entrance after the retreating Decepticons.

Bumblebee stopped what he was doing and could only stare, transfixed in digust, at Twilight for taking Optimus Prime's trademark phrase and twisting it into her own.

_Bee-be beep... beep deee-dee-deeeet!_

"No, I heard that too." Bulkhead told him.

"Soooo..." Wheeljack rubbed his fingers together. "Are we going after her?"

"Naturally." Optimus answered starkly. "Autobots...chase that pony!"

The Autobots all transformed and started speeding through into the entrance, belatedly joining the party that was all too likely to be brewing between the Morbots and Decepticons. The ponies galloped just behind them, neglecting their offers for a ride while Fluttershy's Insecticons buzzed above them, not daring to go ahead of Fluttershy.

They reached the entrance without any trouble, but as they were rolling down the halls, Wheeljack was suddenly kamize'd by a black aircar that pushed him against the wall.

"JACKIE!" Bulkhead screamed, hitting his brakes.

"Go on without me, Bulk." Wheeljack instructed, transforming back to robot mode. "I can take this clown."

The aircar transformed itself, unmasking Fearstorm. "You sure about that, Wrecker? I'm not your average Trooper; I was a gladiator in Kaon before signing up for Megatron's cause."

"And I was...pretty tired of your talking after "sure"." Wheeljack punched Fearstorm in the face, staggering him. Fearstrom recovered quickly and attempted to punch him back, but Wheeljack side-stepped out of the way, drew his sword and attempted to slam it down on the scarred Vehicon, but the bulk of Fearstorm's arm was an effective enough shield.

By now the other Autobots and ponies had left Wheeljack to fend for himself. They came across a fork in the hallways, narrowly catching sight of Twilight, but also the sound of fighting from the adjacent hall.

"Eeee..." Fluttershy squeaked. "What do we do?"

"Split up!" Optimus answered. "Autobots, with me. Ponies, pursue Twilight Sparkle."  
Team Prime turned to the right hallway, clearing their vehilce modes out of the ponies' way to Twilight in the hall directly in front of them. On Fluttershy's orders, her Insecticons headed with Team Prime, their bulk and power allowing them to tear an easy way through the clashing Morbots and Vehicons in there. The Insecticons on the other side proved to be of difficulty though.

"Twilight!" Dash shouted, rocketing upwards to meet the unicorn in the air. Twilight willingly turned around at the sound her name.

"Hey, Dash!" Twilight greeted. "What's up?"

"What's up is that either you're going to come with us to the Autobots' place to drain the Dark Energon of you, or I'll buck some sense into you!" Dash snarled. "You got two options, Twilght."

Twilight looked at her with a werid expression, like she just didn't understand what Dash was saying due to being in a different language. "Only two?"

"Only two!"

"You sure?"

"...What are you saying?" Dash demanded, impatient as ever.

Twilight disappeared with a teleport spell.

Dash floated there limply in the air, taking in what just happened with eyes wide open. "...CHEATER!" she screamed, shaking her hoof in the air in fury.

"I'll go after her." Fluttershy voluteered. "My sensors are still picking her Dark Energon readings."

"Y'all have sensors now? Good gravy, girl, why don't we just paint an Autobot logo over yer Cutie Mark and call it a day?"

Fluttershy didn't answer Applejack's question, as she had already taken off down the hallway.

Twilight was calmly gliding, flapping her wings only every once in a while and prefer to let the air currents take her where she wanted to go. She became tense instead of calm when she found a collbariton of Tank Vehicons and Insecticons standing guard in front of a door.

"All right, you oxydization-sensentive ramrods! Let's get this over with." Twilgith baited them.

"Megatron gave us very clear orders not to move from this door unless someone was attempting to get through." An Insecticon told her.

With that in mind, Twilight could look at them in a different light. They were rather tightly packed together, like whatever was inside the room was super important.

"Are you trying to get into this room?" The Insecticon questioned.

"No." Twilight answered uncertainly, rubbing her head confusedly. "I mean, I guess not."

"Then you are invisible to us." The Insecticon informed her. "Continue on your buisness."

That made Twilight's curiosity spike greatly. What could be so important to Megatron that he would order his troops to pretend intruders were invisible unless they were very speifcally going after that door?

She flapped her wings forward a step's length worth, and got an idea what. The Dark Energon in her shoulders and chest suddenly flared up, sending intense waves of pain through her. Was the Decepticon's Dark Energon storage perhaps, resonating with her? No...resonating with her wouldn't have been this painful. It had to be something else, but what? ...A weapon! A weapon meant to somehow terminate her from the inside out.

Twilight resolved to simply fly past the guards until she was out of earshot, then activated her commincator again.

"Twilight to Morrco. Do you read? There's something in a room just behind my position. Trace my signal, bring a brigade, bust down the door and take whatever's inside back to the Harbinger!"

"_...As you wish, Lady Sparkle._" Morroco answered.

Twilight resumed flying through the hallway, the sounds of the sudden arrival of a Morbot squadron unexpectedly dropping in on the guards behind her.

Fluttershy was thankful for the cover the Morbots provided her, unaware of the precise nature of the Decepticon guard's instructicons.

"Twilight!" Fluttershy squeaked. "Could I talk to you?"

"Of course!" Twilight landed and turned around to face Fluttershy. "What do you need?"

"I, uh, well...um. Twilight, please just come back with us to the base!" Fluttershy begged. "You can keep working with MECH and Starscream and Silas, but let Ratchet take the Dark Energon out! It's evil, Twilight!"

Twilight looked at her sadly. She signed. "Oh, Fluttershy...you and everypony else didn't have it in you for long enough to know how wonderful it really is."

"Wonderful?" Fluttershy questioned.

"Yeah." Twilight answered. "I mean...it brought me back from the dead, Fluttershy! How can you say a substance that can do some something like that is evil?"

Fluttershy hid behind her mane, unable to come up with a good answer.

Twilight started flying juuust above Fluttershy ever so slightly. "Fluttershy, I have an idea!"

"What?" Fluttershy asked in surprise. Snakes of Twilight's tail hair wrapped around her neck and front legs, keeping from her moving. "Twilight!? What are you doing!?"

"Trust me, Fluttershy." Twilight gently assured her in a glaring contrast to the motions she was making, "When you wake up, you'll see the Autobots are fools. Fools!"

"...W-wake up?" Fluttershy stuttered.

One of the Dark Energon shards in Twilight's front thighs sunk into her, disappering completely. A...concering noise that sounded like boiling cooking water came from Twilight.

"Twilight what are you-MPPH!" Fluttershy was unable to protest when Twilight's lips were suddenly on hers. Processed Dark Energon started pouring out from Twilgiht's mouth into Fluttershy's. Excess of the purple liquid started cascading down Fluttershy's cheek. On the technoorganic's back, the insect legs of her ladybug mode folded out and formed pincer arms not unlike Airachnid's extra legs, that started banging on Twilight in an effort to get her to stop. In vain however, as the Dark Energon seemed to have made Twiligth's dermological tissue and kerotin harder then rock. Fluttershy whimpered in meek protest until she was overwhelmed, falling unconcious to the floor.

"You'll feel great when you wake up." Twilight rubbed her hoof on Flutteshy's chest caringly. "I gurantee it."

Now having properly reintroduced to Fluttershy to Dark Energon, Twilight took off through the hallways to finally confront Megatron and establish, once and for all, who was the real Dark Energon master.

Twilight didn't see behind as the Morbot squardron pulled out whatever was in that room- A hugh-normous white hammer with gold trim...

* * *

The other ponies, having left Fluttershy to deal with Twilight, joined the Autobots and faction-opposed Insecticons in the hallway.

Reinforcments for the Decepticon side arrivied in the form of helicopter and jet Vehicons led by Breakdown and Knock Out.

"Breakdown!" Bulkhead shouted, using his mace to punch aside an Insecticon.

"Bulkhead." Breakdown duefully replied.

Applejack noticed their attitudes toward each other, looking back and forth between them. "Uh...you two got somethun' against each other or somethun'?"

Bulkhead spat. "That's a polite way of putting it."

"You could say that." Breakdown turned both his hands into warhammers and adopted a fighting stance.

"HUUP!" Arcee yelled, jumping over her Bulkhead and aiming for an high jump kick to Breakdown's head. Breakdown reacted quickly and smacked her out of the air. Arcee landed gracefully for someone who had just been smacked in the heel by a huge hammer, but Breakdown sandwhiched her torse area between the heads of his hammers, giving a nice good crack running her down her side.

"Hey!" Bulkhead protested, arming his maces. "Don't you know you're not supposed to hit the ladies!?"

Breakdown smiled and chuckled lightly. "Hey...that's what I said to you when me and Airachnid were-" Breakdown's bemusment was cut short by Bulkhead's mace being applied to his head. Bulkhead then turned the tables on Breakdown by sandwhiching his head between both maces. The still-Wrecker-at-Spark then lifted his blue rival up with his maces and threw Breakdown against the wall. Bulkhead smirked in triump, only to by dogpiled by a mixed assortment of Vehicons. Rarity got to work hurling off them with her magic.

Ratchet sliced a Morbot open, then hurried on over to Arcee to examine her. "Ack...Breakdown hit her hard. Bumlebee, can you drag her back outside?"

Bumblebee dealt with his opponents then hopped over like a grasshopper to pick Arcee up and wrapped her around his shoulders.

_Beep beep wheeeeeooo._

Bumblebee ran back down the way they came with his passenger.

Pinkie Pie aimed her party cannon, mounted ontop of her rump like she was some kinda pony gun-turret, and blinded a Morbot with a properly aimed shot of cake. Her victory was cut short by a kick from Knock Out, who tore off her party cannon and pinned her against the wall with his hand. He converted his free arm into it's drill and started bringing towards her.

"Time for your check-up!"

"Are you sure you don't want a second opioin?" Ratchet punched Knock Out in the face, throwing him backwards and freeing Pinkie from his grip. Pinkie floated down from the wall with her body flucating like paper.

"Enough distractions!" Optimus ordered, firing off a huge blast that sent all the Decepticons and Morbots flying down the chambers. "We must do what we came here to do!"

Optimus, Ratchet and Bulkhead transformed to strat speeding through the hallway. The ponies followed behind.

Up aheard, Nemesis Prime and his Terrorcons had just come out of another hallway when all of sudden the flying Decepticons and Morbots started slamming into them, making a great big pile of darkly-colored robots. An Insecticon landed on Nemesis Prime.

The Insecticon and Nemesis Prime recovered from the blow and exchanged confused glances. The Insecticon dismissed it and readied a blow on Nemesis Prime that would've surely been fatal. Optimus jumped up and rammed the Insecticon, forcing off of Nemesis.

As Optimus sped past, unperturbed by what just happened, Nemesis Prime watched him go...fairly certain that Optimus had just saved his life.

Ratchet drove alongside Optimus, able to keep up with the pace, but the piles of Morbots, Terrocons, and Decepticons had started recovering and got in Bulkhead's and the ponies way.

Bob shrieked in shock at the sight of Airachnid's body lumbering. He was unprepared when one of the Megatron-aligned Insecticons suddenly slugged him across the jaw, causing the thing that Bob had so impatiently taken with him to fall out.

A Vehicon noticed the thing. "Hey! Someone grab that canister!"

It was indeed, a canister of green liquid. Bob, seeing that the Decepticons were for some reason highly interested it, picked it back up and started backing away. He swatted one Vehicon, then kicked away another before decideding he'd rather inject the liquid into himself then let the Decpeticons have it. He plugged the canister into a port underneath his arm, then once it had been fully drained...fainted.

* * *

Bumblebee was carrying Arcee on his shoulders, simply going back the way he came, when he found Wheeljack and Fearstorm still going at it. Somehow, Fearstrom had liberated one of Wheeljack's swords from him and the two were engaged in a fierce duel.  
Eventually, it became clear Fearstrom was getting tired of it, for the hard slams he was doing with Wheeljack's sword were incredily forceful, succeding knocking the sword still in Wheeljack's possession out of it. That done, Fearstorm punched a hole into Wheeljack's shoulder, removed his claw from it, converted it to blaster mode, shoved it back in, and fired, exploding Wheeljack's shoulder. The Wrecker fell.

_Beep beep beep eeeep!_

Fearstorm turned around to face Bumblebee, who realized maybe he should've stayed quiet.

Fearstorm transformed into his vehicle and rammed through Bumblebee, knocking Arcee off his shoulders and him to his back. Fearstorm didn't bother to check behind him, beliving his ramming had been enough to deal with the scout.

Bumblebee quickly got back to his feet, his first reaction being to check on Arcee.

"I'm fine." Arcee told him. "Well, as I was before that 'Con tackled us..." Arcee looked over sadly. "I'm not sure about Wheeljack though...looks like Fearstorm hit him hard."

Bumblebee nodded, draped Arcee over him again, then rushed along to help Wheeljack to his feet, supporting the Wrecker on his other one.

"Just...threw my shoulder out punching a 'Con." Wheeljack assured them, in spite of what they witnessed.

* * *

Well...Twilight thought as she approached the door. This was it. She had known Megatron for long enough to have overcome that unatchuaral fear facter that Megatron emananted. But still, she couldn't help feel uneasy.

Perhaps it was because the door had been open, like Megatron was expecting her to come in for a spot of tea and Energon.

Twilight cleared her throat and entered the door. Granted, she and the other ponies had helped rebuild the Decepticon ship so they could get off Equestria, and then Equestria's scientests- herself included amongst them- built a tiny-scale replica of the ship.

Inside the bridge of the Nemesis, there was a literal bridge with Cybertronian-sized railings keeping any clumsy Decepticons from falling over to the stands below. Said stands were empty. Twilight knew it was probably because all the troopers were out and about the ship, but it...it felt more like Megatron didn't want anyone witnessing his and Twilight's match.

Megatron himself hadn't moved from his post at the bridge's control, his back to Twilight Sparkle.

"Twilight Sparkle." Megatron greeted without turning around. "I think we both know why you're here...Dark Energon can only have one true master, after all."

"I'm sure Celestia would so proud of me if I came back with you as a student of my own!" Twilight quipped.

Megatron actually seemed to find this funny. "Hahahahahahahaha...I appreciate your camardire, Twilight Sparkle..." Megatron turned around finally. "But you and I both know there is only way this can end. To think, Twilight Sparkle, that despite our biological differences we now share the same blood. Blood of Unicron, that is."

Twilight cocked her head. She knew enough about the way things worked to know that Unicron probably wasn't, as the name suggested, a unicorn named after his bad hoofwriting.

"Who's Unicron?"

"The Cybertronian God of Chaos." Megatron answered. "Rest assured, Twilight Sparkle. Unicron's power makes Discord seem a paltry worm in comparison. It would not suprise me if having the Dark Energon in you makes you immune to his 'greying' magic."

"Huh." Twilight remarked, taking out a silver canister with Morroco's logo on it. "You know something, Megatron? What you said about us having the same blood of...Unicron, or whoever, I can't help but wonder...maybe we're not so different in other ways."

Megatron's gritted his teeth. If Twilight didn't know better, she might say she had just...offended him.

"Not so different?" Megatron repeated. "I am aware of your life story, Twilight Sparkle. You lived with your noblepony parents before being taken by Princess Celestia herself for your education of magic!" Megatron's shoulderplates springed, and little puffs of steam starting huffing out of his back. Twilight seemed to have a struck a diode. "Are you aware of _mine_? You know who I raised by, Twilight Sparkle? NO ONE! I had no connections to fame or wealth like you did! I didn't even have a NAME! SO I TOOK ONE! I took the name of Megatronus, the most powerful of the Thirteen Original Primes! It was shortened to Megatron so that the the crowds at the gladitorial matches I took part in could chant my name! I CREATED the Decepticons, not out of want, but nessicity, because the Council needed to be decived to realize the extent of their lies! So, Twilight Sparkle, tell me...do you still think we might not be so different?"

"No." Twilight answered coolly. A human-sized remote was levitated in her magic, along with the canister that was now open. "But pretty soon, it won't matter anyway!"

A swarm started pouring out of the canister. Tiny, cone-shaped nanomachines only visible because of the sheer volume of them. They seperated and started entering Megatron through tiny ports on his body meant for Cybertronian...stuff that was not whatever these things were.

Megatron's body started sparking, and he got one knee in a rare show of weakness. "What-is-happening?"

"Nanites!" Twilight explained with a devilish smile.

Megatron grimaced and grunted, struggling to get up. He grabbed the railing on the side and pushed himself upwards.

"But-but-" Twilight stuttered, pushing her hoof on the remote. "Morroco said the nanites would let me control you!"

"This...Morroco lied!" Megatron proclaimed, standing upright, an electric arc traveling across the length of his chest as all the nanites in him short-cicruited. "NO ONE CONTROLS ME!"

Megatron fired his fusion cannon. Twilight avoided it by flying upwards. Now airborne, Twilight conjured her Cybertronian-sized blades of magical energy. Megatron shifted out his armblade and silver knuckle in response.

Twilight levitated one blade above Megatron's head, which he naturally blocked with his sword, allowing Twilight to lower her other blade and gut him...or at least that was her plan. Instead, Megatron shoved the first blade off himself, then twirled around and batted aside the other one. Twilight got frustrated, bucked him in the face, leaving a horseshoe-shaped imprint into the side of his helmet, then flew over Megatron's shoulders and perched herself on his back, driving her horn into it his armor. Megatron yelled in pain before reaching over his shoulder, grabbing her by the tail and slamming her back against the railing (ouch!) hard enough for some purple blood to leak from her onto the bars. Twilight appeared unconsous on the railing, her legs flopped acrosss the bar limply. Megatron wasted no time in trying cut her in half, but she was faking. Twilight cartwheeled out of the way, causing Megatron's blade to stick itself into the bar. Megatron realized he'd been had and started trying to jerk the blade back out while Twilight prepared a spell.

Megatron got his blade out just in time for Twilight's spell to be finished. The spell launched from her horn, blasting Megatron through the opposing railing, covering it in his corrupted blood, and crashing him to the stands below, which crumbled under his weight

Twilight flew down from the railing she was on to the edge of the hole in the other railing she had just made and looked down to see Megatron lying on his back.

"...Well, I guess that makes _me_ the master and _you_ the student after all!" Twilight declared. She looked around, unsure what to do next. Her victory meant she was the master, right? ...So she should call off the siege, right?

A _wrrrreeeoo_ distracted from that thought. Twilight looked at the terminal, then flew up and on it to see what was on the screen. The _wrreo_ was an error message from whatever program was running- or trying to run on the computer.

"Encrypted files..." Twilight concluded. She started walking across the keys to see if she could undo the encryption. She succeed, bits and fragments of the blue code on the screen turning to red as her hooves pushed down the buttons.

In his secluded room, Soundwave noticed the same change in colors on his screen, which was displaying the same thing that was on the bridge's terminal. In seconds, more red and less blue was on it.

Soundwave, seeing whatever was going was making more red, moved his pinky finger to a key and pushed it, causing a screen to appear.

_RELINQUISH CONTROL?_

_Y/N_

Soundwave pushed Y.

The bridge screen suddenly filled up with a thousand more bits of blue code.

Twilight got a mischevious idea. "If these files are encrpted, and in the Decepticon databanks...then clearly they don't want ponies to know what's in them!" With this conclusion, Twilight more then eagerly started bouncing and hopping along the keyboard.

"Uuuuun..." with a groan, Megatron rose up out of the broken stands. Rubbing his sore head, he looked around the room and saw Twilight Sparkle still there. He aimed his cannon at her, charging it quietly so she didn't hear it, but then saw what was on the screen.

"Huh?...Ah!...Yes, good work, Soundwave." For some reason, seeing whatever Twilight was doing seemed to please Megatron. He laughed silently, then laid back down, pretending to still be incapicated so that Twilight's work wouldn't be disturbed by him watching. It was visible taxing on Megatron the effort it was taking not to smirk.

* * *

Optimus, now in robot mode, was doing some serious blasting to get all his enemies downed so they would quit interrupting him.

Rainbow Dash had just cannonballed herself through a copter 'Con when she saw Bob lying unconcious. "Hey, somepony should check on Bob!"

Rarity volunteered, galloping to Bob's head and gently rocking as best she could. "Bob? Are you all right?"

Bob chittered, coming to. His visor seemed to change from blue to green. He looked straight at Rarity in a...disturbing way.

"Bob?" Rarity cooed.

Bob shrieked and swatted Rarity aside into the wall. Getting up, Bob threw his claws into the air and shrieked again, charging at all the Vehicons, Morbots, and Insecticons in the hallway...including the ones belonging to Fluttershy.

"Dude, what are you doing? I'm on your team!" one of Fluttershy's Insecticons questioned when Bob came after him.

"Ratchet, what's happened to Bob?" Optimus questioned.

"If I didn't know better, I'd say..." Ratchet looked around and saw the discarded container. "Synth-En."

"I though you said you perfected that stuff!" Bulkhead exclaimed.

"I was in the _process_ of perfecting it!" Ratchet corrected.

"How did this occur?"

Ratchet shook his head. "I don't know, Optimus, but if Bob's injected it into himself, then I'm not sure what we can do other then just wait for him to tire out."

"Time is one thing we do not have." Optimus told him darkly.

"Commander Optimus, sir!" One of Fluttershy's Insecticons said with a salute. "Princess Fluttershy's being infected with Dark Energon against her will!"

"How were you made of aware of this?"

"Hive mind, Commander. Sensed Fluttershy coming to just now."

"What?" Dash exclaimed. "How does that work?"

"Didn't Fluttershy go after Twilight?" Applejack questioned.

Everypony shifted uncomfortably, understandbly incredible disturbed by the all too obvivous conclusion of Applejack's question. Jack said that if anyone could save Twilight, it was Team Prime...but was Twilight still even in there to be saved?

"Oh dear..." Ratchet said with concern. "We may have a problem. Dark Energon is a...disturbing substance. Considering Fluttershy's half-Insecticon nature..."

"The Dark Energon will react towards her the same it would any of us." Optimus finished.

"And as the Dark Energon was injected unwilling..."

"It will sense her that she doesn't want it in her...and..."

Fluttershy suddenly came roaring through the hallway, mangling Applejack-on purpose- and shrieking murder.

"...cause problems..."

"Fluttershy!" Rainbow Dash exclaimed, grabbing Fluttershy by the shoulders. "Snap out of it!"

Fluttershy shrieked and aimed her hoof-clamp, which transformed into a tube-like device not dissialmir to a wasp's stinger.

"Oh great." Dash thought. "Now she has arm-cannons too."

Fluttershy fired her stinger-device at Dash's face, but instead of a red laser, webbing shot out that envolped Dash's face. Dash's struggling thankfully kept her out of the wat of Fluttershy's swiping back-mounted claws.

Bob's battle cries got Fluttershy's attention. The technorganic transformed into ladybug and charged straight at him. Bob caught whiff and turned around to face. He raised his normal claw and swiped at her, knocking her into the wall as the same a laser escaped her bug mandibles and burrowed into his chest. Dark Energon splatted from Fluttershy onto the wall while Synth-En leaked from Bob's chest.

The injuries proved enough to flush their systems to the point they were aware of themselves again.

"Oh, Bob! I'm so sorry!" Fluttershy squealed, converting back to show the tears in her eys. "Can you forgive me?"

Bob repeated the question in Insecticon. Fluttershy smiled and nodded. Bob lunged forward and scooped Fluttershy into a hug. He was so preocupied with showing that they were no hard feelings he notice his shoulder-spike hit a control panel on the wall.

The control blinked it's lights, then a portion of the wall slid away in the form of a door.

Bob bashfully drew back from Fluttershy in embarassment.

A Tank Vehicon, recovered enough to push himself up into a push-up, saw an oppurtuniy and fired his shoulder cannon at Bob, sending a torpedo out that shoved Bob out the open window and into the sky for parts unknown.

"BOB!"

Bob squealed out he'd be fine, for Fluttershy to focous on the mission...and that he still forgave her, as the rocket pushed out of eyesight.

Fluttershy looked ready to jump out the door after him, but Pinkie grabbed her before she lift off.

"He'll be okay, Fluttershy." Pinkie assured her.

Fluttershy turned her head towards Pinkie. "You sure? I mean, what if he-"

"Stop that thought right there, missy." Pinkie interrupted. "That's quitter talk."

"Oh-okaaaaa-a-a-a..." Fluttershy started gasping and wheezing.

"Fluttershy?" Pinkie rightfully questioned. "What's wrong?"

"A-a-a-a-AIRACHNID!" Fluttershy pointed over at Airachnid's lumbering corpse.

"Chill out, Fluttershy. She's just a zombie." Dash attempted to calm her, to no avail. It didn't matter who or what it was; seeing someone who was most quite certainly dead-without-a-doubt walking about again was disturbing to the person who had been that someone's killer. Fluttershy wasn't excempt from this, and she immeaditly went delilours, imaginging all sorts of horrible variations of her nightmare about Airachnid earlier. Seeing Rainbow Dash's face still holding some of the webbing Fluttershy had blasted her with...did not help the poor yellow pony.

"Oh!" Fluttershy jumped out the door with her tears in her eyes before Pinkie Pie could grab her again.

"We'll go after her. Hopefully find Bob while we're at it, too..." The Fluttershy-Insecticon who had reported earlier voluneteered, leading his brethen out the door, all of them transforming to fly, rather then fall down.

"Well, we better back to helping Optimus and the others." Applejack concluded, only to turn around and see Optimus, Ratchet, and Bulkhead gone. "Where they'd go?"

* * *

Twilight lifted her hind hoof to push a button behind, turning one more piece of blue text to red.  
"Hmm-hm-hm-hmm-hmmmm..." she hummed to no particular tune as she got ready to convert the last of the text...

"Annnd...done!" Twilight triumphantly declared after changing the colors of the last line of code. Her ears twitched at the sound of tromping whipped around, horn ready to start blasting.

Optimus, Bulkhead and Ratchet appeared in the doorway, armcannons and blowtorches prepared for the same.

"Ah, Optimus!" Twilight greeted. "I don't what you want, but I won't give it to you, for as long as I-...hey, are you even listening to me?" Twilight noticed that the Autobots were looking behind her at the screen.

The Autobots disarmed thier weapons and approached the bridge's computer, putting their hands on it in awe. Twilight visibly tensed.

"Amazing..." Ratchet said, awed. "Simply amazing...that a pony would be able to do this in such a short amount of time."

"Do what?" Twilight questioned.

"Decode the Database of Iacon." Optimus answered. "Eons ago, the Decepticons raided the Halls of Iacon. Numerous items in the Vaults beneath the Halls were jettisoned into space, varied in diversity from Decepticon doomsday device to simply technology no side has the right to claim. This Database recorded the landing locations of each one for the day when it would be safe for them to be unearthed."

Twilight stared back at the screen, taking in what she had done. The location of every potential doomsday weapon, right at the Decepticons fingertips. The gravity of the sitchuation even prevented Ratchet's normal bigotry in Cybertronian fields from commenting on how Twilight had decrypted one of the biggest files in Cybertronian creation in a script she didn't understand.

"...Should I restore the encrptions?" Twilight asked.

"Noooo." Megatron's voice rasped. Everypony looked over the bridge to see Megatron standing in the hole made in the stands. "Those weapons WILL belong to me again, Twilight Sparkle." Megatron jumped up from the stands and landed on the bridge with a thump, his sword at the ready.

"Twilight Sparkle, I wish to propose an exchange of services." Optimus offered.

"You mean...like a deal?"

"Yes. You and Ratchet will attempt to make it so that the decrypted coordinates are in our possession while at the same time not in the Decepticons..."

Megatron screamed a warrior's scream and lunged at them. Optimus raised his blade and blocked Megatron's.

"While Bulkhead and I keep Megatron busy!"

"How do I know you won't try to use the weapons against Earth!?" Twilight shouted.

"I shall Pinkie Promise that-" Optimus shoved Megatron off and pushed him backwards with a laser shot. "-momentarily."

As Bulkhead rushed ahead to keep Megatron preocupied, Twilight realized she didn't really have a choice. With a sign, she looked at Ratchet. "How do you want do this?"

"Decoding the Iacon Database is one thing." Ratchet answered, a blue lightbar forming from the side of his arm. "Downloading it is another." A trapezium-shaped beam shot from the light bar and started sweeping across the computer screen. "As I scan the coordinates, re-encrpt them."

"Got it." Twilight nodded, then started messing with the buttons prematurely.

"What are you doing?" Ratchet grilled her, supsicous.

"Preparing something...just keep scanning." Twilight curtly told him.

"Mmmh." Ratchet didn't look totally satisfied with the answer, but did so, eventually getting three coordinates down into his arm.

Megatron pounded Bulkhead in the side, producing some friction sparks. He then took notice of Ratchet's and Twilight's activites on the computer and activated his comm.

"Soundwave! Twilight is attempting to undo her contribution to our work! Do something!"

The coordinates Ratchet had already scanned slowly started disappearing, returning to Soundwave's computer from the bridge's.

"Neah!" Twilight exclaimed. Using her magic, she conjured a quill and parchment from the void, and started multi-tasking, writing down the coordanites on the paper while still...preparing whatever it was.

Ratchet mangaed to scan two more coordinates before Soundwave's reclaimation matched pace with them, graduating into an even pace on the next set after that.

"Twilight, whatever you're planning, do it now!"

"But you said-"

"Better neither side has the coordinates then the Deceptcons reclaim their stolen weapons."

Twilight nodded. "Mh-hm. Right, so that thing I was preparing? I made it, just now. I think I'm going to call it..."

Twilight pressed a hoof against a button, which turned every last bit and byte on the screen red again.

"An encrption bomb."

Ratchet stood there, openmouthed in awe at Twilight's expert programming. "That's...brillant. I'm sure Celestia would be proud of you, Twilight Sparkle."

"YAAAH!" Megatron screamed. "DECEPTICONS! TO YOUR MASTER!"

A navy blue jet followedd by green ones soared into the room and transformed, arming their blasters.

"Optimus, we should go." Ratchet said. "We're outnumbered and we can't acheive what we came here to do."

"Agreed, old friend." Optimus agreed, attempting to prevent Dreading from giving him a new ventilaion chute. "Rafael, activate the GroundBridge."

The Autobot GroundBridge appeared with all haste. Optimus, Bulkhead and Ratchet fell through it. Ratchet attempted to scan as many more coordiantes as he could, even they were reencrypted under the heavy fire.

"Twilight to MECH. Reciveed new perogitave. Retreat! Retreat!" Twilight ordered through her earpiece.

Dreadwing attempted to fire at her, but as she teleported, all he did was shoot an easily-replaced computer key.

Megatron stalked over to the computer and set about giving correspeode through it to Soundwave. Soundwave obeyed the order and put the coordainates that he was able to salvage on the screen.

Megatron slammed his fist on the loudspeaker. "Decepticons! Return to the bridge! The enemy is retreating...and I...want..._those_...RELICS!"

* * *

_To Be Continued..._

* * *

**Author's Notes for 'Tinker, Tailor, Gamer, Spy.'**

**So, Twilight using the Commandbot is kinda funny. You know why? Cause in earlier drafts of Act III, I came up with multiple different robots across drafts for Twilight to build herself to let her fight Decepticons on even footing. Who would've thought that Rescue Bots would give me an 'official' version of the idea?  
**

**"Scrapping hay" "Celestia's AllSpark"...the best part of this entire Fanfiction is combing Transformer and Pony lingoes...well, maybe it's as good the time Optimus punched Discord _in the face_, but...  
**

**Fearstorm being a Kaon gladiator is something I made up for the fic. He wasn't that in the licensed comic he came from.  
**

**There's something I've been meaning to include, but kept forgetting. I've read it's bad form to include plot points in the A/N's but since this doesn't really come up...**

**You know in Act 1 when Megatron mention there was an Autobot trap that was the reason their ship crashed on Equestria? **

**Wheeljack set up that trap. Ayup. If Wheeljack had minded where he put his space trap, nothing in this entire fic would've happened. Good job, Jackie. Good job. Remember kids, make sure your space traps are not within distance of inhabited planets, or you'll start huge multi-Act fanfictions.**

**While we're on the subject, I say Bob's visor changes from blue to green, but Insecticon visors are orange. I like to imagine they that his and the other Fluttershy's Insecticons maaagically had their orange glowy bits turn Autobot blue. It works better in a cartoon...  
**

**Some ponies may notice Twilight's been throwing a lot of kisses around. This is 'leftover', if you will, from an earlier draft where a side effect of the Dark Energon made Twilight awfully flirtatious. The idea isn't as prevalent as it was in planning, but it still shows on occasion.  
**

**This is the first actual 'multi-parter' chapter. I know I have a very arc-based plot line where chapters immeidaly follow the last event of the previous ones, but still...  
**

**There will be a surprise guest waiting in the next chapter! Can you guess who it is?  
**

**Hints; He's, big, deformed, and green.  
**


	11. Tinker, Tailor, Gamer, Spy! Part 2

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

_Previously on Friendship Is Magic: Prime..._

_"One more won't be enough."_

_the human shouted in third-person. The other crates followed his lead, their sides being blasted by the Walkers in them._

_Twilight's tail hairs split apart and began brutally tearing through the Walker's driver seat. Dark Energon seemed to have made Twilight's dermatological tissue and keratin harder then rock._

_Arcee landed gracefully for someone who had just been smacked in the heel by a huge hammer, but Breakdown sandwiched her torso area between the heads of his hammers, giving a nice good crack running her down her side._

_"Just...threw my shoulder out punching a 'Con." Wheeljack assured them, in spite of what they witnessed._

_"A-a-a-a-AIRACHNID!" Fluttershy pointed over at Airachnid's lumbering corpse. "Oh!" Fluttershy jumped out the door with her tears in her eyes before Pinkie Pie could grab her again._

_"Do what?" Twilight questioned._

_"Decode the Database of Iacon." Optimus answered._

_"I...want...those...RELICS!"_

* * *

Jack loitered against the edge of an Autobot table, his partner Arcee rested on her back on it.

"Jack, I'm wounded, not immature. You don't need to babysit me." Arcee quipped from her resting place.

Bumblebee was helping Wheeljack stand. The Wrecker's pride was preventing him from sitting down while they waited for Ratchet.

Miko crossed her arms against the railing, starting to get concerned for Bulkhead.

Optimus, Ratchet, Bulkhead and the Ponies, minus Fluttershy, stepped though the GroundBridge. (Raf resetted the Bridge for the latter group.) Ratchet's movements were a little sluggish.

"Ratchet? You all right?" Arcee asked.

"I'm...fine." Ratchet assured, clambering over to the main computer. "Just...downloaded as much of the Iacon Database as I could. I..." Ratchet yawned. "think the data in my systems is causing a lag. I'll just...download what I have into our computer and...I should be fine." Ratchet picked a tube and plugged it into his arm. The coordinates started appearing on the screen. The decrypted ones were quick to leave Ratchet's arm, but the still-coded ones were evidently taking their sweet time.

"Optimus..." Ratchet said slowly, still lagging. "Soundwave was..."

"Able to recover these six coordinates before Twilight Sparkle unleashed her encryption bomb." Optimus finished for him.

"Wait, encryption bomb?" Arcee questioned. "What does that mean?"

"Twilight Sparkle decrypted the Iacon Database." Optimus answered. "We were able to convince to restore the coding, but not before Soundwave saved these six. As such, we must make haste to recover the potential doomsday weapon, for Megatron will not hesitate to destroy whatever stands in his way to the site of each."

"Hang on..." Miko interrupted. "Are you saying...a sparkly white horse with a horn on it's head unlocked a whole bunch of super-old Autobot files?"

"Does Twilight even understand Cybertronian script?" Raf questioned. A good question, at that.

"Twilight is lavender, not white!" Rarity protested. "_And what is wrong with being sparkly?"_

Optimus approached the computer, ignoring Rarity's and Miko's inevitable squabbling , and swept over the coordinates. "Hmm."

"Something...wrong, Optimus?" Ratchet inquired, still weighed down by his scans.

"Some of these coordinates are in heavily populated areas." Optimus answered. "We must take extra precautions to make sure we are not discovered."

Arcee worked herself to sit upright. "Well, are we waiting for the 'Cons to show up on our door with the Artifacts? Let's go!"

Optimus vetoed her wishes. "Arcee, you and Wheeljack must remain here so that Ratchet can repair your injuries."

Wheeljack and Arcee both made impatient noises.

"And while the ponies have proven themselves able to defeat the Decepticons on their own, I am unable to shake the feeling we should dispatch them to their areas with backup." Optimus added.

"There are six coordinates, three Autobots and humans, and four ponies, Optimus." Ratchet pointed out. "Exactly what are you going to _do_, exactly?"

_Beep beep beep eeep. _

"Bumblebee's right!" Pinkie exclaimed, having understood whatever he said. "What about Fluttershy? Somepony should go out and look for her!"

Optimus nodded. "Agreed, Bumblebee, Pinkie Pie." Optimus looked at the screen again. "Someone must be sent to locate Fluttershy and make sure she and her Insecticons are unharmed."

"But, Optimus, our numbers are short as it is..." Ratchet protested. "How are we...to send someone to run interference for us while we search for the relics _and _for Fluttershy?"

"Hey, Prime? Are you sure you don't have annny one you can call to help back Pinkie and Applejack up? Someone, you know...who isn't around all the time?" Miko needled him.

"Miko!" Ratchet snapped, apparently knowing what he was implying. "They can't! They're too inexperienced!"

_Beep beep doo-doo doooeeet._

Optimus stopped for a moment, deliberating with himself.

"...Very well." He said after some time. "Albeit on one some very specific conditions.."

* * *

"What!?" Heatwave exclaimed through his and Optimus' computer exchange. "All due respect, Optimus...just what is it that you need two of my team, but not all of it?"

* * *

**"Each of us has only a quantum of compassion. That if we lavish our concern on every stray cat, we never get to the centre of things."**

**Friendship Is Magic: Prime: Act III**

**Chapter XI: Tinker, Tailor, Gamer, Spy! Part 2  
**

**Episode Synopsis: The Hunt for the Iacon Artifacts is on!**

* * *

"Extreme circumstances." Optimus answered. "While your mission on Griffin Rock is important if Earth is to remain our home, my team has become shorthanded, and your prior experience with battling Morbots shall be greatly appreciated. I request you send Chase and Boulder."

"Why Chase and Boulder? Why not me and Blades?"

Optimus said nothing, but he got a look on his face that clearly told Heatwave "You know why." The anger issues, and the touchy subject of Twilight Sparkle.

"Excuse me..."

Heatwave looked to see Doc Greene standing in the doorway. "What are you doing here, Doc? Me and Optimus were in the middle of something."

"Well, I thought about you and the other Rescue Bots were alive, and I thought I might make you feel more welcome by getting you a pet." The fritzy-haired scientist answered sheepishly.

Heatwave 'Hrrn'ed and frowned, recalling an incident where Boulder wanted a pet that ended in a lion being chased around town.

Doc Greene raised his arm, revealing a bracelet on it with a pair of buttons, one of which he pushed. At the bracelet's call, an animatronic Tyrannosaurus Rex marched into the room, holes in it revealing robotics beneath otherwise smooth skin.

"Trex is good boy!" The dinosaur robot said.

Heatwave merely looked aghast. "Are you kidding? After the two times me and the team had to contain that thing, you expect me to take it as a pet-!?"

"Heatwave, wait." Optimus spoke over the computer. "It has been in my experience that a Tyrannosaurus Rex can be a powerful ally. If Doc Greene would be willing, I would appreciate the assistance of him and his...'dino-bot.'"

Doc Greene bowed. "I'd be honored...Optimus, was it? But, uh...what would you have me do exactly?"

* * *

"So..." Frankie concluded with a hint of envy. "My daddy gets to go out and help a bunch of aliens find their artifacts."

"I'll be right back, my little Meitner." Doc Greene assured her daughter.

"Dad, are you sure you're okay with this?" Kade questioned. "I mean, traveling around the world? Leaving Griffin Rock to me and Dani by ourselves?"

Cody made a noise of protest.

"Yes, son. I am." Cheif Burns answered. "Optimus' GroundBridge system allows for near-instant transportation anywhere across the globe. Me, the Doc, and Graham will take our partners, find these 'Iacon Relics', then pop right back home. I promise. You and Dani can take of Griffin Rock while we're gone, right?"

Kade smirked. "Of course I can! It's Heatwave you should be worried about."

Heatwave sulked with his arms crossed. "Everyone's gotten to go to Optimus' base but me..."

"If you'd like, Heatwave, I can request Optimus schedule you a visitation." Chase offered.

"...Sure." Heatwave reluctantly accepted. Reluctant because he didn't want to. He did. He just didn't want to admit he was enough of a fanboy (fanmech?) to want that.

The GroundBridge opened.

"Well..." Graham waved goodbye. "See you guys soon...I hope."

He, Chief Burns, Doc Green, Chase, Boulder and Trex all entered the Bridge, ending up in the Autobot base on the other side.

* * *

"So this is Team Prime's base..." Boulder said with awe as he and Chase stepped through.

"It's not as...glamorous as I was expecting." Chase admitted. "Er, no offense, Optimus."

"None taken."

"Don't get used to it." Ratchet warned. "These are special circumstances."

Doc Greene, Graham, and Chief Burns all came wobbly through the GroundBridge, this having been their first time through it. "Oh...I hope that doesn't happen every time."

"Ya get used to after a time or two...or a dozen." Applejack assured them. "So, who's on who on what?"

Miko and Bulkhead giggled.

Applejack shot glances at them both. "Wut'd ah say?"

Jack put his hand on her shoulder. "Trust me. You don't want to know."

The elevator in the side of the room opened, revealing Agent Fowler.

Chief Burns waved at him. "Hey, Will."

"Hey, Charles." Fowler waved back.

Miko put her hand out. "Wait, you two know each other?"

"'Know' is..." Chief Burns started.

"Stretching it a bit." Fowler finished.

"As Agent Fowler cannot be in multiple places at once, I felt it prudent to request he come over to the base and serve as a sort of instructor for our human partners should react in the event they are discovered." Optimus explained. "Ratchet, send Bumblee, Jack, and Raf to the estimated coordinates of where Fluttershy would land."

Bumblebee transformed. Jack and Raf climbed into him and he was speeding out the GroundBridge..."

"You know, Prime, I was in the middle of investigating how Madison got permission for those Walkers when I got your call."

"After double and triple-checking my findings...I am of the opinion the first of these relics lies in New York City's underground." Ratchet said with an open-in-the-airness.

Optimus lowered his head. "Under normal circumstances, Bumblebee and Arcee would be our best candidates, but Arcee is wounded, and as our Scout has been sent to locate Fluttershy..." Optimus looked around the room, trying to decide who he should send.

"Applejack, Doc Greene and his machine will accompany you to the human city's subterranean tunnels. The good doctor will run interference in the event you are discovered."

Applejack saluted. "Ah'll do mah best, Optimus."

"And I will be as of much assistance as I can." Doc Green promised.

* * *

"The first set of coordinates suggests the relic lies underground, in the tunnels of the City That Never Sleeps." Megatron concluded.

"Ah!" Knock Out exclaimed, a squad of Miner-type Vehicons behind him and Breakdown. "So that's why you requested the mining contingent."

Breakdown shook his shoulders in some display of preparedness. Dreadwing raised his browplate at it. "We won't let you down, Lord Megatron."

Megatron affixed the both of them with a Spark-squeezing demonic glare. "See to it you don't."

"W-we won't!" Knock Out stuttered out, trying to hide his nervousness of Megatron's glare by putting on a cat smile. "Rest assured, my liege, the ever graceful Knock Out will see to success!"

"Graceful?" Megatron questioned. "Graceful? I have no use of your grace, Knock Out! This is a mission, not one of your racing excursions! Move quickly and operate with a SURGEON'S skill, do I make myself clear?"

"Eh...as crystal, Lord Megatron." Knock Out answered, stepping backwards.

Megatron narrowed his eyes at them.

"WHY ARE YOU STILL _HERE_!?"

Knock Out, Breakdown and the miners all scrambled out of the room.

* * *

Twilight Sparkle trotted through the _Harbinger_, her parchment transcript of the Iacon Database held aloft in her magic. She had the slight advantage in that the coordinates _she _added past the initial six were un-encrypted when she copied them, unlike Ratchet's extra scans. A tablet that Starscream had been willing to give her for reference was also floating next the scroll, allowing Twilight to translate the coordinates for herself.

Twilight's head swiveled back and forth and around, apparently bewildered at something she saw in either one document or another.

"That...that can't be right! Oof!"

Morocco removed himself from Twilight's chest.

"Oh, I'm sorry, Morocco, I didn't see you there." Twilight apologized.

"It's quite all right, Twilight Sparkle." Morocco said with a tiniest hint of contempt showing through. "I myself know what's like to get lost in a good book, though I've yet to read a Cybertronian one..."

"Hmmh. If you don't mind me asking, what exactly is it that can't be right?" Morocco questioned, but Twilight had already continued down the hallway, leaving Morocco to grunt in frustration.

Twilight was still burrowing through the Iacon Database fragments she recovered when she bumped into another human. It was Silas. Starscream was standing besides him against the wall, keeping his mouth shut. After all, the last time Starscream spent too much time talking to Silas ended so well.

"Oh, sorry, Silas. I keep getting lost in this Iacon information." Twilight apologized again. She was starting to think that maybe she should consider not reading and walking at the same time...

"I understand, Twilight Sparkle." Silas, stony-faced as ever, assured her. "...Exactly what does this Iacon Database contain?"

"Mostly the locations of some old weapons and stuff. According to the Autobots, they jettisoned into space to keep them from the Decepticons. Optimus Prime Pinkie Promised-..." Twilight paused mid-sentence. "Wait, no he didn't! Optimus said he Pinkie Promise after he distracted Megatron, and he distracted Megatron, but we had to retreat before he Pinkie Promised! So any weapon he finds, he can easily allow himself to use the weapons on the humans! On the Decepticons! On US!"

"Twilight, I don't Optimus is the type to-" Starscream was interrupted be Silas elbowing him in the ankle. "I mean, yes. Yes, Optimus' exact words were a Pinkie Promise. Which he did not make. So now he can use the weapons for his own nefarious uses. Yes."

"COMMANDBOTS!" Twilight shrieked, her horn letting off rings of violet magic. "TO ME!"

Three of the Dark Energon infused Commandbots arrived near instantly at the command of their mistress, bound to her by symbiosis.

"Starscream! I want you yourself to go to these coordinates." Twilight pointed to the coordinates at the top of the list, which was one of the ones she knew Soundwave recovered.

"Wha-me!?"

Twilight's demeanor changed, sudden offense replacing easygoing understanding.

"Starscream...are you doubting me?"

Starscream put his arm defensively, taken aback, and quite frankly, scared by Twilight's shift in attitude. "Ehhrnn...no ma'am."

"Good!" Twilight concluded, changing back to her regular self as instantaneously as she ceased being such. She left the hallway. Possibly to find a place to sit down and read the Database.

"D-did you see that!?" Starscream questioned to Silas after she left, pointing at the direction she left.

"Starscream, are you doubting her?" Silas echoed.

Starscream shook his head in frustration, seeing what Silas had done there, then transformed and flew out of the hallway without further complaint.

Novo walked up to Silas from the other side of the hallway.

"Keep an eye on our little pony." Silas instructed Novo. "I may fear that Starscream's words will come to pass...and we will have to put our dear Twilight Sparkle..._out_...of her misery."

Novo saluted and nodded solemnly. "Yes sir. Noted."

* * *

New York City! The capital of the United States! The shining silver bee-a-con of industrial progress to thousands of Americans! Homes to millions of people! The laws of numbers would have people believe that they can only get so many 'X' before a 'Y' in there. In this case, 'X' was 'New York residents' while 'Y' was "Crazy New York residents.' The latter of which had a tendency to report UFO sightings and allegations of mutant alligators beneath the sewers to the press. A understandable question was whether or not those types were going to make Applejack's and Greene's job easier...or harder.

In a secluded alleyway, the GroundBridge portal opened, allowing Applejack, Doc Greene and Greene's machine through. The flashing lights and beeping horns, not to mention the giant green statue in the distance, all made Applejack think of a city she'd been to in her youth.

"Huh. Looks like Manehatten back home." Applejack remarked.

"Funny you say that, Abigail." Doc Greene responded. "New York's capital city is named Manhatten."

What were the odds? Applejack might have wondered such if she hadn't been more bothered by Greene's incorrect way of referring to her.

"Listen here, Doc, my name's not Abigail. It's Applejack, all right?"

"All right. My apologies."

"Say it with me."

"I said all right. There's no need for me-"

"Doc!"

"Ah, pardon...Ap-"

"Le-"

"Jack."

"Good. Glad we have that settled." Applejack trotted up the edge of the alley and started scouting out the streets. "...Optimus, why couldn't ya bridged closer to the relic?"

Doc Greene looked behind them back at the alley. "Amazing...a system that opens a portal that allows for near-instanteous travel between any two areas..."

"Doc, we're here on a mission, remember?"

"Oh, yes yes! Try not be seen, Applejack."

Applejack huffed. She had to try not be seen? What about Doc Greene's huge...what they'd call it again? A Trex? Yup, that was it.

Applejack kept looking at the streets for an entrance into the underground. "Found it! Now how do we get in there without bein' seen?"

"We don't have to not be seen, Applejack..." Doc Greene said mysteriously. "We just have to not be seen for too long."

Applejack turned around to look at Doc confusedly. What did he mean?

Seconds later, all the drivers in traffic were either too uncaring or too preoccupied...or too causal to notice, or if they did notice, to care that was a scientist on the back of a orange horse wearing a hat on the back of a mechanical dinosaur 20 feet in the air as Trex jumped from the alley straight into the underground entrance.

Now in the dimness that was the undertunnels, Applejack couldn't believe she wasn't hearing the sounds of panic from above.

"Huh. Ya humans sure are strange."

"Trust me, Applejack..." Doc Greene told her as he got off her back. "You haven't seen anything yet."

Doc, Applejack and Trex all started on their way through the tunnel. A large cavern of copper-chromed walls, smoothly cut due to being manmade in nature, and little bulbs in the ceilings giving some sense of light.

"Uhf...Doc, Ah can barely see a durned thang in 'ere! Doesn't yer Trex thing have some kind...Ah dunno, tunnel vision or somethun?"

"Tunnel vision, my dear Applejack, is having vision impaired in such a way that it resembles a tunnel. It doesn't refer to being able to see _in_ tunnels."

Outside, all the traffic came to halt when smoke bombs suddenly started going off in the street, allowing Starscream and his Morbot (regular ones) backup to land and proceded into the passageway unseen and undisturbed.

* * *

The sound of a drill whirring permeated the air around the Decepticons.

"Can't you go any faster?" Knock Out grilled the Miner operating the drill. "This humidity is threatening to ruin my finish!"

The miner put his claw to his head in exasperation.

Breakdown puckered his lips slightly at the poor worker-bot. "Here." Breakdown put his hand on the miner's shoulder. "Why don't you take a break? I'll take things over from here."

The miner looked at Breakdown uncertainly, not sure whether or not he was joking. Breakdown absolved his doubt by picking him by his cowlings and dropping him a safe distance from the drill tank.

Knock Out tilted his head, trying to motion Breakdown to hurry up onto the drill.

Breakdown looked at the drill tank, seemingly unwilling to take it as he said he would. Instead, he kicked aside with his brutish foot and started slamming his arm-hammers into the wall.

Knock Out rolled his optics.

* * *

Applejack was made uncomfortable of the noise in the tunnels as she and her company walked, unaware that was merely the echo of of her own hoofsteps. Manehatten didn't have these creepy tunnel, did it? If it did, she had certainly never been in them.

"APPLEJACK DON"T MOVE!" Doc Greene shouted suddenly.

Applejack froze herself mid-step, not so distrustful of the doctor she'd ignore a warning from him. "Wut's wrong, Doc?"

"I'll explain momentarily. Right now, you need to carefully walk backwards, and then to the side. Do _not_ lower your front hoof for any reason."

Applejack carefully Greene's instructions, altering her hind hooves while keeping her lifted front one in the air.

"Okay...now wut was that all about?"

Doc Greene pointed at one of the cords running along the floor by the railway tracks. "You almost stepped on the third rail. It carries electricity through the city...enough to fry you alive."

Almost like it was demonstrating for the Doc, the third rail sparked blue electricity.

"Eeeeee." Applejack shuddered. "Glad ya pointed that out, Doc. Ah don't know if Manehatten had anything like this..."

"Rest assured, Doctor Greene, we also appreciate your pointing this out." A low-pitched voice informed them smugly.

Applejack whipped around. "Starscream!"

"In the mesh!" the treacherous Seeker exclaimed, backed-up by two Morbots on either side.

"Uh, excuse me, Applejack." Doc Greene interrupted. "Starscream here is...?

"Not a nice pony." Applejack answered quickly. "Wut are y'all doin' here?"

"We have come to reclaim what is rightfully ours: The Iacon Artifact." Starscream rasped in that low tone of his.

"It ain't yours!" Applejack corrected. "If it's an Decepticon weapon, yer no longer with 'em! If it's an Autobot doohickey, yer not with 'em either!"

Starscream gritted his teeth. "Be that as it may, I am certain MECH would appreciate having whatever the artifact is for study...or perhaps Twilight Sparkle can infuse it with Dark Energon and see what happens!"

Applejack scraped her hoof, reminded of Fluttershy's predicament...and the Dark Energon that helped caused it. "Y'all watch yer mouth, 'Scream. Ah mite not like what comes out of it..."

"Oh really?" Starscream laughed derisively."Hahahaha...What are you going to do about it?"

"Trex is good boy!" Trex bleeped, Doc Greene having activated the bracelet while Starscream and Applejack were chatting. Trex quickly showed that he was a good boy by headbutting Starscream, who panicked when he saw the T. Rex robo lunging at him.

"What is this thing?" He managed to scream before being knocked backwards. "OOF!"

The Morbots aimed their cannons at Trex, but Trex moved backwards, causing the beams from the two sets of Morbots to hit the others with their repulsion beams, banging them against the walls.

"Let's get outta here!" Applejack 'suggested' to Greene. Greene pushed a button on his bracelet, and Trex came bounding over, picking Greene up in his mouth while Applejack galloped forward.

Starscream rolled over from his back to his knees and looked at Trex in frustration. Was that a Dinobot? It was certainly a dinosaur, and certainly a robot, but did that make it a Dinobot, capitalized? Exclaiming in frustration, Starscream cocked his arm and fired the rocket on it, which hit the archway of the next tunnel over just as Applejack and Trex were about to escape through it. The explosion brought the archway crumbling down on them.

"LOOK OUT DOC!" Applejack shouted.

Doc Greene reacted quickly, commanding Trex to, in a phrase, get the scrap away from the falling debris. After all the rocks quit falling and the dust cleared, Trex threw Greene into the air onto his back.

Greene wiped some sweat from his forehead. "By Meitners' beard!" which was an impressive thing to exclaim, as known scientist Lisa Meitner had been a _woman_.

"That was...quite the close call, wouldn't you say Applejack?...Applejack?"

Trex stepped around to see Applejack was nowhere to be seen.

"Ah...she must have ended up on the other side of the cave-in." Doc Greene concluded. He tapped Trex's cheek, (though this didn't actaully do anything) to start marching to find the relic.

"We'll come back for you, Applejack!" Doc Greene shouted, unaware that Applejack was shouting the same thing through the wall at him.

Over at the first tunnel, Starscream was grinding his teeth in frustration at his oversight, having blocked off his and the Morbots access.

"We certainly can't go back the way we came..." Starscream sagged his shoulders and rolled his head at the Morbots. "Unless of course, someone brought more smoke bombs."

"No." a MECH agent answered. "Perhaps we should contact Twilight for a GroundBridge?"

"Ah, yes! Of course!" Starscream put his claw to his cheek. "Twilight Sparkle, I must request a GroundBridge closer to the relic's location."

"_Twilight's not here right now." _Novo answered. "_But I'll fix you up."_

* * *

"Hang in there, Doc!" Applejack shouted, unaware Doc Greene was shouting the same thing through the wall at her. "Ah'll get that relic, then Ah'll come back for ya'll!"

Applejack removed her hooves from the cave-in and very cautiously lowered them onto the ground, weary of putting her hoof on a continunation of the third rail running along the ground. Not seeing any electric sparks bite near her hoof, she felt confident in setting them down and galloping down the tunnel. Now, she had realized the disturbing sounds she had been hearing was simply her hoofsteps echoing...just in time for a new sound to appear that she knew wasn't echos. Thunderous metal grinding across a smooth surface.

She slowed herself to a cautious walk.

Applejack fell from a ledge, not expecting the shift in ground, falling sprawled onto what seemed like a train track.

A dim, but huge circular light fell on her.

"Oh, scrappin' hay! Wut now?"

"Who's there?" A deep voice like a talking toad asked.

"Uh...Applejack?" Applejack answered, getting up. She saw a huge vehicle a few feet away from her nestled on the tracks that was casting the light- It was boxy, yellow car bigger then a bus, but still fit perfectly in the tunnels. If this thing was a Decepticon, Applejack _really_ didn't want to see it's robot mode.

Presumably it wasn't, as a human stepped out of the door. Applejack had familiarized with the 'Cons enough to know they'd never let a human ride them. The human himself was kind of like an inversion of Agent Fowler- muscular, round chin, and most of his body mass in chest, rather then his stomach. He was dressed in a construction worker's clothes. And Doc Greene wasn't her to run interference...what could she do? She

"All right, Ah told y'all who Ah am...ya'll are?"

"Vogel." The human replied curtly, giving her an...eccentric leer."You...you're a Flutter Pony, aren't you?"

"A wut?" Applejack questioned. "No, no! Ah'm not a Flutter Pony, ah'm an Earth Pony!"

Vogel scratched his chin, considering this. "You know what? You're abso-freakin'-lutely right. You can't be an Flutter Pony-they have wings!"

Applejack smiled kindly, but nervously. "Glad we cleared that up."

"So, clearly you're a worker drone!"

"A wut?"

"One of the lower castes who work for the Flutter Pony Queen! Scouting out potential humans to use your mind-altering Flutter Dust on! Well, you can march right back to your queen, cause Vogel just won't have that!" Vogel climbed back into the sweeper train and Applejack could hear him jerk the levers within.

"WELCOME TO EARTH!"

"Oh...Ah said before, ah'll say it again."

Applejack started galloping for dear life on the train tracks, Vogel's cab following behind her.

"SCRAPPIN' HAAAAAAAAAAAAY!"

* * *

Breakdown stopped his hammering for a brief moment. "You hear that, Knock Out?"

Knock Out waved his claw. "I'm sure it's nothing, Breakdown. Just keep hammering."

Breakdown 'hmm'ed, but obliged, giving the wall one last good thwack before it crumbled completely away, revealing a Cybertronian jar. It had some resembled to the Spark Extractor in appearance, but was more an urn shape.

Breakdown converted his hammer back into a hand and reached for it, but was stopped by Knock Out.

"Ahh ahh! Careful, Breakdown. It could be dangerous..."

"Like what?" Breakdown inquired, throwing his hands in the air. "An explosive?"

"Yes!"

"Oh."

Knock Out pointed to a stray miner. "You there! Come over here and pick up this container..."

Breakdown narrowed his still-good optic. With little regard for Knock Out's concerns, he plunged his hand into the wall and tore the jar out.

"There, see?" Breakdown rhetorically asked. "No explosion."

"Mmmmh...but what is it then?" Knock Out moved his hand to take the lid off, but found himself unable to. "Uh...uhh...Breakdown, help me get this open."

Breakdown attempted to get the lid off, but his strength offered him no progress then Knock Out.

"Hmm."

The two attempted a new strategy: using the drill to bust a hole in the jar.

The drill didn't even scratch it's side.

* * *

Trex continued tromping through the tunnels, not at all upset by the loss Applejack from the group. He wasn't advanced enough to feel that kind of thing. Greene on the other hand, was starting to feel a little somber. He said he'd come back for Applejack after they had found the relic, but would he be able to get back to her? He would be able to even find the relic?

He came across a fork in the tunnels. Something weird and high-pitched might've persuaded him to go right, were it not for a GroundBridge opening between him and the entrance.

"Reinforcements?" Greene questioned.

No, sadly, for Starscream and the Morbots walked out tensely.

"Now, which way is the relic?" Starscream questioned no one in particular before noticing Trex, "You!"

Doc Greene quickly saw he wasn't in a good situation. He started banging on his arm gauntlet to make Trex do something. The resulting button combination resulting in Trex charging at the group and batting them all aside with his tail.

"Run for it, Trex!" Doc shouted. Trex obeyed.

"Rrrrrraaagh! AFTER THEM!" Starscream shouted, transforming. The Morbots followed suit, the assualt vehicles running through the tracks.

"What's that noise?" A miner questioned.

"Is it the same one from earlier?" Knock Out responded while Breakdown kept banging on the urn with his hammers.

The miner shook his head. "No, I don't think- HOLY SCRAP IT"S GRIMLOCK!"

"WHAT!?"

"EVERYONE RUN FOR YOUR LIVES!"

"ALLSPARK HAVE MERCY!"

"CALM DOWN!" Breakdown shouted over them all, having caught sight of what set the miner off. "It's not Grimlock. It's just a robot T. Rex barreling at us with Starscream behind it. There's not enough red on it for it to be Grimlock."

Everyone paused to let that sink in, too relieved that it wasn't the Godless Ripping Incinerating Mauling Lacerating Optic-Crushing Killer to think about Starscream.

"Exscuse me!" Doc Greene shouted as Trex shoved through the miners.

"Yeah, sure, no problem." Breakdown politely assured him . "...wait a second..."

Starscream's jet mode stopped at the sight of Knock Out, Breakdown and the other Decepticons. The Morbots followed his lead when he transformed. "Breakdown! I order you to surrender that urn to me!"

"You're not my commander anymore." Breakdown reminded him.

"Ah!" Starscream smirked. "But I did rescue you from MECH when Megatron would not, didn't I? I'd say you owe me a favor..."

Breakdown looked bothered by this, as Starscream had been the one to save him from MECH's clutches that one time...

* * *

Vogel's pursuit of Applejack had to come to a halt when a Trex suddenly appeared.

"Is that...a robot T-Rex?" Vogel asked in awe.

"Turn around, Doc!" Applejack shouted.

"No need to tell me more then once." Doc Greene said, making Trex turn around and run away. The legs of a T-Rex were fast enough for Trex to easily keep ahead of the sweeper train.

* * *

Knock Out leaned at Breakdown. "You told me Bulkhead rescued you!"

Breakdown's optic widened. "Yeah! Yeah he did!"

"Ehht..." Starscream raised his arm, seeing he lost his bargaining chip. "Eh-I also didn't tell Megatron you required assistance!"

"Ignore him." Knock Out ordered.

Breakdown resumed banging on the urn.

"What..." Starscream smile and laughed. "Seriously!? You can't get it open!?"

Breakdown grimaced. "I'd like to see you do better!"

"Fine." Starscream brazenly walked over and pushed Breakdown away from the urn before picking it up. Starscream raised his claw, brought it smashing down on the urn hard enough to produce sparks and...

twisted the lid.

Knock Out scoffed. "Oh, please! If it wasn't that simple, don't you think Breakdown or I would've-"

Starscream popped the lid off without any difficulty.

Knock Out and Breakdown would've been flabbergasted, had flabbergasted not been insufficient to describe their disbelief.

"Now, I'm sure Twilight and Silas will appreciate having-" Starscream reached into the urn and pulled out a black device with four prongs beneath a circular pod. It kinda looked like a Cybertronian wristwatch. "-_this _for study!"

The device levitated out of Starscream's claw and firmly gripped itself to Breakdown's chest.

Knock Out had the expected reaction. "Breakdown! Get that off yourself!"

"Right away." Breakdown curled his arm to yank it off, but it was distracted at the last minute by the sound of churning metal wheels.

"EVERYPONY GET OUTTA TA'H WAY!" Applejack' shouted.

The Decepticons and MECH-aligned robots all looked around to see Trex with Doc on his back, Applejack behind Trex, all being chased by Vogel's sweeper train.

Starscream, fleet as a fox as always, quickly jumped against the wall and clung to it.

Applejack noticed Starscream's reaction and immediately starting to feel a little embarrassed. "Doc, why didn't we think of that?"

"Proven study has shown panic can prevent human reasoning processes from working." Greene replied. "I don't know if that applies to ponies, but..."

Trex and Applejack followed Starscream's example leaping up and clinging to the walls, leaving nothing between the sweeper train's path and Knock Out and Breakdown.

Knock Out and Breakdown screamed comically ("AAAAAAAAAAH!") and threw their hands up. Breakdown started glowing light blue when the sweeper made contact, it phasing right through him like a ghost...leaving Knock Out to bear the brunt of the impact.

"AHH!" Knock Out screamed, knocked down to his side and being scraped and rolled across the train tracks by the train cart, hundreds of yellow sparks emitting from the force.

The Morbots all tensed up for action, although too late to do anything. Vogel's sweeper's makeshift plow of Knock Out hit them all into the a portion of the third rail, electrocuting and shortcircuiting them.

That particular impact seemed enough to drag the sweeper to a halt.

Vogel swung the door open and stepped out to observe the results of his work. He whisteld. "A moleman! A metal moleman!"

"Ooogh..." Knock Out grabbed the sides of the sweeper and used to prop himself up, allowing him to see his reflection in the sweeper's grill.

"No..." Knock Out gasped in denial. His face, his entire body, was now covered in scracthcs and scrapes from the experience. "NOOOOOOOOOOO!" He screamed so badly his breath (wait...breath?) turned to vapor which fogged up the sweeper's window. Growling, Knock Out worked himself to his feet and pointed at Vogel. "You scractch my paint, _I scractch yours_!" Knock Out whipped out his Energon prod and twirled before raising it up to strike at Vogel.

"Uh, Knock Out?" Breakdown pointed to his chest where the device lay. "Shouldn't we bring this to Megatron before someone gets a chance to swipe it?"

Knock Out got the most insane expression on his face, but conceded, jumping onto the sweeper train's back. He pointed his finger, which was shaking in rage, at Vogel. "I'll be back for you!" He jumped off the rear end of the train and took his normal postion with Breakdown. The smaller red Decepticon looked at his blue partner. "..._Uragh! _Give me that!" Knock Out swiped the device from Breakdown's chest and put it on his, bitter that Breakdown hadn't been subjected to the same punishment he had. Breakdown didn't seemed to mind, though. They transformed and started driving off, though Knock Out's left rear wheel came off. His rage fueled him enough that it didn't matter. The miners all manevered themselves around the train and ran after their commanders.

Starscream, seeing his Morbot backup lost, and his enemies getting away with the device, transformed and jetted off in the direction he had came.

Vogel simply stood there on the step of his sweeper, transfixed by the sight of the metal molemen- who turned into cars and jets and hummers!

"You!" Applejack shouted, catching Vogel's attention. Applejack ran up to him and started shaking him by the shoulders. "See what ya did? 'Cause of y'all, the 'Cons made off with tha' relic!"

"Get off me, worker drone!" Vogel protested, shoving Applejack off him by pushing her in the chest. Those muscles apparently weren't just for show.

"If ah knew whether or not there was any more rope in mah bag, ah'd hogtie ya!"

"Bring it!" Vogel got into a fighting stance and starting throwing punches in the air.

Doc Greene whipped out his cell phone and dialed a number. "Hello, Agent Fowler? I belive I am in need of your guidance."

"_Greene!" _Fowler scolded through the phone. "_I'm in the middle of a crisis here and you want me to-"_

"He and Applejack are about to engage in a boxing match." Doc Greene told him.

"_Eh...put him on the line." _Fowler said in defeat.

Applejack had her leg pulled back , seemingly preparing for a brutal head-on punch when Doc Greene stepped in between them.

"Exscue me, sir, but I belive you may wish to talk to my friend here..." Doc Greene offered Vogel his phone.

Vogel examined it cautiously before accepting it. "Hello?"

"Hi. What's your name?"

"Vogel."

"Vogel. Nice name. Listen here, son. This is Speical Agent William Fowler of the United States Miilitary. Intel tells me you have an issue with Applejack."

"She's a worker drone for the Flutter Ponies!...sir!"

"What!?"

"You know, the Flutter Ponies! They hide in the caverns in New York's underground, lying in wait for the day they can rise up and take over!"

Agent Fowler facepalmed. It was quite clear Vogel was a conspircairy-beliving nutjob. Then again, maybe that would make interference easier.

"Listen here, Vogel. Applejack's not a worker drone, she's, uh...a experimental biological weapon of the governments meant to help defend against an extraterriestl threat."

Vogel gasped. "You mean the transforming metal molemen?"

"...Sure, let's go with that. Now that you've seen her and the molemen, you absolutely cannot tell anyone about them for any reason."

"But why? The people deserve to know the truth!"

"Why? Because surely a...er...potential...deputy of the Department of Intersteller Relations can understand why the goverment needs to keep their weapon a secret?" Fowler asked like he was suggesting something.

Vogel gasped for air and saluted. "Thank you, sir. It's an honor. I abso-freakin-lutely won't let you down."

Vogel handed the phone back to Greene. "So, you'll be in touch?"

Applejack looked away from him, not seeing so much that they prevented discovery by the populace so much as her not being allowed to beat Vogel until he lost his memories of them.

"Eh, yes!" Doc answered, then made a 'shush' hand motion. "But until then, we will need to maintain complete radio silence."

Vogel nodded in acceptance. "Okay! Oh, and...sorry for letting the molemen get away with that...what you call it, relic?"

Applejack grumbled...before a blue energy bolt knocked her out. Vogel and Greene twirled around to the MECH agents who had been piloting the Morbots out and about, one of them with a glowing rifle in his hands.

"We may not have aquired the relic..." The armed one said. "But I'm sure Commander Twilight will appreciate seeing her friend again."

Doc Greene moved to activate Trex, but a MECH agent got the drop on him and punched him aside before looking at Vogel.

Vogel was taken aback, got over it, grabbed the agent, and slammed his face into the dormant sweeper. Tossing him aside, Vogel made a run for the other three.

The armed one started preparing his rifle again, but Vogel jumped in the air and tackled him in the ribs, bringing him down. Vogel 'freed' the rifle from the agent and smacked the other in the head with it, before throwing it backward, jabbing the last of the four in the ribs with the rifles' butt.

"Urrgh..." Doc Greene groaned and pushed himself up. He looked over at Applejack solenmly and signed. "I hope the other are experiencing better results then we are..."

* * *

"I felt it prudent to request he come over to the base and serve as a sort of instructor for our human partners should react in the event they are discovered." Optimus explained. "Ratchet, send Bumblee, Jack, and Raf to the estimated coordinates of where Fluttershy would land."

Bumblebee transformed. Jack and Raf climbed into him and he was speeding out the GroundBridge.

* * *

It took them a rocky overhang something distance outside General Madison's base. Bumblebee backpedaled slightly, recognizing the base. Both the Nemesis and Harbinger had left the skies, allowing the sunlight to rain down on them.

"Bumblebee?" Jack asked in Bumblebee's driver seat. "What's wrong?"

_Beep beep beep beep beep eep beep eeeeeep._

"He says he knows this base." Raf translated for him. "That a General named Madison owns it and has problems with the Autobots."

"Shouldn't Agent Fowler be able to deal with it?" Jack questioned.

_Beeep beep eeeep._

"Bee' says he tried." Raf translated again.

Jack crossed his arms.

Bumblebee started backing away on the cliff before U-turning and driving straight down. Raf seemed depressed, but Bumblebee had to focous too much as safe cliff-driving procedure to say anything about it.

No one noticed one of Madions soldier's spotting on them through binoculars.

* * *

"I DO NOT NEED A PSYCHOLOGICAL EVALUTION!"

Or so Madison _calmly_ insisted to Bryce.

Bryce looked over to the railings of the platform they were on. Madison's Walker had it's canopy torn open. It probably would've still been operational and drivable, albeit with an unstable seat, but the others had holes blown through them like Swiss cheese.

"Rufus..." Bryce said slowly, raising his hand to gesture at the machines. "You're telling me a _flying unicorn_ did this damage?"

"Yes! And MECH was there, too! They built the robot in the picture I showed you!"

Wait, MECH built that thing? Oh...That would mean Bryce gave Madison permission for nothing...more to the point, that he had given a loose cannon a cannon to match his loseness.

Bryce shirked uneasily.

"General Madison, sir!" Madison soldier came running up the platform. "We spotted one of the cars from atop of the ships outside!"

"What?" Madison snarled. "Get him! Bring him to me! I want to know_ everything_ about them!"

Bryce fiddled with his fingers. "Er, Madison, why don't you leave this to me?"

Madison turned around and gave Bryce the evil eye. "You are on my turf, Bryce, and while we have the same rank, these are my soldiers at my base! Understand?"

Bryce backed down. "Understood..."

* * *

Bumblebee weaved his way around rocks while Jack and Raf called Fluttershy's and Bob's names out 'Bee's windows.

"BBBBOB!"

"FLUTTTERSHYYY!"

"BBBBOB!"

"FLUTTERRRRSHY!"

Jack and Raf sat back against the back of the chairs.

"No answer..."

_Beep beep eep eeeee?_

"Yeah." Raf answered. "Let's try that."

Bumblebee braked, then turned around. There was a pair of jeeps manned by Madison's soldiers driving towards them.

"Let's not do that, let's not do that!" Jack panikedly repeated.

"Hey!" A soldier shouted at them through a megaphone. "You're on private property! Whoever you are, stop your vehicle!"

_Beeep bee beep eee?_

"What he'd say?" Jack asked.

"He wants to know what we think we should do."

Jack started thinking visibly. "Probably best if we just do what they say for now."

The two jeeps pulled up on either side of Bumblebee and the drivers got down from each.

"Roll down your window." The soldier instructed.

Bumblebee did so, rolling down his windows so that Jack and Raf could see the soldiers. They both smiled forcefully and waved their fingers.

"Hello, officiers..."

"Hello, sir. Can I see your liscense?"

Jack curled his fingers in. "...No. I-I didn't bring it with me."

The soldier raised his eyebrow. "You do know that driving without a liscense is illegal, don't you?"

"...Yes."

"And you did it anyway?"

Jack buried his face into his palm. "Yes..."

"Uh-huh." The soldier nodded disbelevingly. "Why don't you and your little accomplice come with us?"

"Er, of course, officiers..." Jack and Raf climbed out of Bumblebee and coopereated with the soldiers efforts to get them into their jeeps.

One eyed Bumblebee supicously, rubbing his chin. "I think we better take your car as well."

"What?" Raf exclaimed, leaping over the edge of the jeep. "You can't do that?"

The soldier looked at him. "Oh really? Why not?"

"Uh, because...because..." Raf stuttered. "...RUN FOR IT, 'BEE!"

Bumblebee backed away at furious speeds that made his wheels screech.

The soldiers stared in shock at what just happened.

"We should go after that thing!"

"Whoa, whoa, whoa! With these kids in the jeeps?"

The soliders started sorting Jack and Raf out until they were both in one jeep, freeing the other to speed after Bumblebee.

Raf seemed uncomfortable against the jeep's rumble as it drove back into Madison's base.

Jack put a hand on his shoulder for comfort. "He'll be okay, Raf."

"I know..." Raf turned his head away. Jack frowned. Something was bothering him.

* * *

Bumblebee adjusted his rearview mirror to see the jeep chasing him. Bumblebee started bleeping out a preemptive aplogy.

_Beep beep eeep eep eet!_

In the jeep, the soldier could only wonder what that beeping noise was.

Oil came gushing out of Bumblebee's tailpipe and splashing about, sending the jeep skidding into a halt. The soldier hopped out of his jeep and watched him Bumblebee go. Realizing he couldn't possibly pursue the muscle car on foot, the solider turned around and started heading back to his base on foot.

Bumblebee continued speeding onwards.

"BBBBBBBOB!"

Bumblebee stopped. That sounded like Fluttershy. He adjusted his front wheels to search around the area. There was another cliff. Naturally, he drove up, finding Fluttershy perched on her clamps on the cliff's edge and shouting Bob's name.

Beep eep eep beep?

Fluttershy squeaked. (A Fluttershy squeak, not an Insecticon one) "Oh, hello Bumblebee! What are you doing here?"

_Beep eep beep beep dede-doo-eeet._

"Oh...I'm sorry, Bumblebee, but I still can't understand you."

Bumblebee swore profusely at this until remembering that with Fluttershy not being able to understand him meant his swears fell on deaf ears.

_BEEeep BEEEEEP! Beep dooo wheeeeeoo beep click clic whiiiirir cheeee!_

He had a little reason to be upset. Fluttershy had gotten sensors, arm-cannons, an alt-mode, all the trademarks of a proud Cybertronian and _still_ couldn't understand him?

_Beep click wheeeo._..

Bumblebee pulled up behind Fluttershy and opened his door for her.

"Oh, thank you, Bumblebee, but I can't leave yet. I have to find Bob!'

Bumblebee wanted to explain that he meant for Fluttershy to get in, then he could drive around until they found Bob, but as Fluttershy couldn't understand bleep...

"DAAH!" Fluttershy screamed when Bumblebee started pushing along the edge of the cliff. She hadn't been expecting Bumblebee to ram her!

Of course, things might not be as bad if Bumblebee had just rammed her, but the thing was..._Bumblebee_ hadn't been expecting Bumblebee to ram her.

Frictions sparks ran off them both as they were sent hurtling off the cliff. Fluttershy yelped, not having the frame of mind to fly while Bumblebee, similiarly suffering, vainly spun his wheels. They both landed on their respective backs at the cliff's bottom.

Their unknown assailant jumped down from the cliff's top and aimed a hook at them. A orange aura emanted off it which dragged Bumblebee and Fluttershy both to it- the hook was magnetized.

Being the larger of the two, Bumblebee was lifted off the ground first and attached to the hook by his car roof. The arm with the hook must've been incredibly strong, since having Bumblebee attached to it didn't seemed to weigh down at all. Fluttershy was caught in the aura as well, rather ridiculously getting attached to Bumblebee's undercarriage.

* * *

It had been some time since everyone else had left on thier own missions, giving Ratchet plenty of time to upload more of the database while Fowler swept his eyes across a smaller computer in the corner of the room.

"Hang in there, Arcee..." Ratchet said. "Almost...got the last of it of the database fragments...out!" Ratchet gasped and exhaled as the last of the salvaged database left his systems. Ratchet unplugged his arm and walked over to the bed where Arcee was sitting.

"Lay down on your back."

Arcee adjusted herself accordingly. Ratchet examined her injuries, left, then came back with a something that seemed like a extra-large stylus, save for the hole at the bottom. Ratchet began tracing it over Arcee's cracks, a silver cream being produced from it- filling.

"Mmmm." Arcee protested. Not Ratchet's treatment. That wasn't she was protesting. She was protesting having to be repaired, lying on this stupid table while everyone else was out on their missions. Ratchet had just finished tracing all the cracks on her right side when an alarm came from the control panel.

"Ratchet," Optimus called over the comm, "I require my trailer."

"On it, Optimus!" Ratchet put the stylus away, pulled the GroundBridge lever and pushed a button. Optimus' trailer attachment drove into the room and exited the Bridge, guided by remote programming. No sooner did the GroundBridge close did a strange signal started showing on the screens.

"What in the AllSpark...?" Ratchet went over to the screen...and was instantly thunderstruck.

"No...No..." Ratchet's hands gripped the console for support. "No!"

Wheeljack saw he was upset. "Everything all right there, Doc?"

"NO! No, everything is NOT all right! Arcee it's...it's him."

Arcee's neck bolted upward. "...How?"

"I don't know..." Ratchet clasped his head. "I just don't know..."

Wheeljack looked back and forth between them. "Someone wanna tell me what's going on?"

"There's someone here on Earth..." Ratchet explained. "Someone Arcee and I had hoped to never see again..."

* * *

Jack and Raf arrived at the base and were guided to an interrogation room inside a building.

"General Bryce will see you in a few minutes." The soldier told them before closing the door on them.

Jack and Raf just sagged against their chairs.

Jack took in a deep breath and grabbed Raf by the shoulders. "All right, Raf, what's wrong?"

"Nothing's wrong."

"Something's been bugging you since we had to leave Bumblebee. I can tell. What is it?"

Raf signed. "He's been spending time with Pinkie Pie a lot. Pinkie talks to him."

"Don't you talk to him?"

"Yeah, but I can't...eeeeeet like Pinkie does!"

Jack furrowed his eyebrows. "So...you think you're losing Bumblebee to Pinkie Pie?"

"Well...yeah, I guess."

"Raf, relax. Maybe Pinkie can talk to Bumblebee in way you can't, but...well, have you met Pinkie? She's kinda..."

"Spacey?"

"Yeah! Pinkie and Bumblebee may talk to each other a lot, but does Pinkie listen to him like you do?"

Raf buried his head in his knees. "I don't know."

"Well..." Jack paused. "Why don't you say something to him? Tell him he's been spending less time with you. I'm sure he'd understand."

Raf raised his head to look at him. "You sure?"

"Yes. I'm sure. Bumblebee's your friend, Raf. He'll be there for you, but you gotta tell him where you're going to be, you know?"

Raf appeared to accept Jack's statement. "Yeah, yeah...you're probably right."

The door's lock clicked, and General Bryce entered, closing the door behind them. "Hello, kids."

"You must be Bryce, right?" Jack greeted him.

"That's correct. Now, Madison thinks you were accompanied by a car that turns into a robot?" He said this like he didn't believe a word of it, but Bryce knew about the Autobots. He didn't know that Jack and Raf knew about them, though.

Jack and Raf turned to each other to whisper.

"You think he knows?"

"Maybe. Let's pretend he doesn't." They turned back to Bryce. "A giant robot? That's ridiculos!"

"We were...just...on a joyride around the counrty!"

Bryce scrubbed them with his eyes. "Without your driver's liscense? You realize that's punishable by law?"

Jack's eyes widened. Given the choice between whatever consequesces he'd have to face telling the military all about the Autobots and the consequences he'd face form his mother for being arrested for driving without a liscense, he'd take the military.

"Okay, listen." Everything came spilling out of Jack's mout faster then Raf realized what he was saying. "Yes, the car turns into a giant robot. He's part of team of giants robots called Autobots that are protecting Earth from these other robots called Decepticons and we've been kind of 'adopted' by them to protect us from the Decepticons and we were out on a mission with one of them when Madison's soldiers found us."

Raf facepalmed while Bryce supsicously looked at them.

"Does...Agent Fowler know about you two?"

"Yes." Raf answered.

"So why have you not been put in protective custody?"

"Well..." Raf shifted on his seat. "We're in the Autobots' protective custody."

"Hhhmm..."

"We're safe with them!" Jack desperatly attempted to assure Bryce. "Totally! They've saved us a bunch of times! We've even saved them once or twice!"

Bryce seemed satisfied with this. He opened the door for them and gestured his head towards it. "Go on. I'll have one of Madison's soldiers help you find your Autobot friend."

"Really? Thank you!" Jack and Raf got up and speeded out the door. Raf hit his whole little body against something strong and solid, sending him reeling into Jack's knees. Once Jack had gotten Raf propped up, they looked up to see Madison barring their with Leech beside him.

Bryce came out of the room and closed the door behind him. "What are you doing here, Madison?"

"I thought it was funny how you insisted on being the one to interrogate these two troublemakers." Madison informed them. "So I followed. What's going on, Bryce?"

"Eeh..." Bryce struggled for a cover-up. He had insisted because he knew Madison was tough on people, but he couldn't really tell that to his face, now could he?

"Uh, I know these two!" Bryce wrapped his arms around Raf's and Jack's soldiers. "They're the sons of a few family friends of mine. I'm going to take them back home."

Madison looked disgruntled, but he angrily stormed off, Leech obientetly following him like the toady he was.

"Sorry about Madison." Bryce apologized. "He means well, loves his country and cares for his men, terminated the Damocles Project himself...but I'll be darned if he wasn't crazy."

"How crazy?" Raf asked.

"Just crazy enough to pass his last psych exam." Bryce answered. "Although I don't he'll make it through another..." Bryce scoffed. "A flying unicorn...ha!"

Raf and Jack nonverbally communicated an agreement not to say anything about the ponies, but Bryce had their attention now.

"Um, General?" Raf asked. "What's the Damocles Project?"

"The work of a madman." Bryce answered. "Colonel Leland Bishop made it under the radar, and when Madison stumbled on it, he rushed to get it terminated. Got Leland discharged as a result. Madison swears the former Colonel is involved with MECH, but with the way he is...then again, it would explain why he's so obsessed with hunting them down..."

"Oh?"

"Yeah. Bishop and Madison used to be friends before Damocles."

* * *

Ratchet hadn't moved. He was casting off heavy excess ventilation from his shoulders.

"Doc, if this is really bothering you, why don't you just go?" Wheeljack asked.

"I can't go!" Ratchet shrieked. "I have PAITENTS I need to be working on!"

"You haven't worked on us for 15 minutes." Wheeljack said. "I counted."

Ratchet signed. "True. I'm sorry, Wheeljack, it's just...the thought of him being here.."

"Go ahead and go, Ratchet." Arcee encougared. "Him not hurting anyone is more important."

"A-are you sure?"

"Yes. Absolutely. Find him, Ratchet. You know, before he hurts someone?" Arcee questioned dryly.

"Go do what ya need to, Doc. We'll just sit and here and die slow, horrible, rusting deaths." Wheeljack quipped. (Their injuries weren't fatal.)

Ratchet braced himself. "All right. Here goes..." He pulled the Bridge lever down and entered it.

After watching him go, Wheeljack turned towards Arcee. "So, you want to tell me more about this mystery man?"

"Not particularly." Arcee said through gritted teeth. "What happened is between me, Ratchet...and him."

"Ah, I gotcha." Wheeljack was about to lay down on his back, not much else to do, when the control console beeped up.

"Ratchet, we require a GroundBridge to base." Optimus informed them.

"I'll get it." Wheeljack volunteered.

Arcee chuckled and smirked. "Who says chivalry is dead?"

Wheeljack kept his bad shoulder limp while fiddling with the buttons with his good arm.

Optimus drove into the base in cab mode, trailer attachment hitched to his backside, and carefully braked inside. The back of the trailer opened. Miko started walking backwards out of, dragging a bound Rainbow Dash out of the trailer. Dash kept struggling against it, and her eyes were discolored, almost like she been infected with Dark Energon, but rather then purple, pinks and whites were instead bright red, reddish-brown and blacks.

"Is Rainbow Dash okay?" Arcee asked.

"Oh, please don't ask that-" Miko covered her ears.

"_I'm-fine!_" Rainbow answered, talking so fast that her words were blurred. "_Super-fine-fantastically-awesome-absolutely-fine-I-feel-like-a-million-bits-and-then-some!_" Miko covered Dash's mouth with her hand before the afflicted pegasus could continue.

Optimus transformed and looked around the room. "Where is Ratchet?"

"He left." Wheeljack answered. "Apparently an old buddy of Arcee's and his is here on Earth, and he went to go say hi."

Optimus observed thier injuries. "I see Ratchet was unable to complete your repairs before departure. I will tend to them after I have addressed Rainbow Dash."

"You?" Wheeljack asked incredulously.

Arcee rasied a finger. "Don't laugh. I've seen Optimus work on 'bots. He's no subsitiute for Ratchet, but he does get the job done."

Optimus took Rainbow Dash into his hands.

"_I've-got-the-touch-I've-got-the-power-Yeah!_" Dash rambled, eyes spinning.

"Please. Stop. Talking." Miko begged, curling into a ball on the floor.

* * *

Bob came to. Getting up, the Insecticon took in his surroundings. He was standing in a huge steaming circle of soot. Presumably from where the Vehicon's torpedo had dropped him. He put his finger on his head and attempted to contact Fluttershy. After a few minutes of chittering into his earpiece with no answer, Bob looked around again to see if he could get a grasp on where he was.

There was a wilted pair of flowers a short walk away out from the soot circle.

Chittering sadly for them, Bob walked up to them and attempted to sing. Fluttershy had told him about talking to plants helped them grow on principle. It was more a fact on Equestria, where singing had a simliar, accelerated effect.

Bob whined in sadness when became apparent that didn't on Earth. He turned and sadly started walking away from it.

Behind him, the flowers raised up slightly, happy that something had had the decencry to say anything to them at all.

Bob got ready for transformation when someone yelled at him.

"BROTHER!"

Fluttershy's Insecticons began descending from the sky. The assumed-captain put a claw on Bob's shoulder. "Are you well, Brother? Has our Princess found you?"

Bob screeched an answer.  
The captain did a chin-jut. "Keep searching!" he instructed the rest of them.  
The whistle of a Bridge cut that order short.

"That won't be nessecary." Ratchet said, stepping out of the GroundBridge.

"You know where she is? Is she safe?"

"I do...and she's not." Ratchet answered. "I...don't suppose you'd give me a ride?"

The Insecticons all transformed and allowed Ratchet to pick which one he wanted to ride. The medic went with Bob.

"20 clicks northwest of here. Come ON, people, let's go!"

The Insecticons went soaring into the air, squealing all the while.

* * *

Fluttershy squinted her eyes even more shut, reeling from the effect of having just now come to. "Oooh...where am I?" Fluttershy attempted to look around. The last thing she remembered was...was Bumblebee ramming her! Oh dear! Why would he do that!? Was he okay?

Narrowing her eyes in the darkness, Fluttershy couldn't make out anything. Where ever she was totally black.

_Beep...beep. Wheeeeo?_

"Bumblebee? Where are you?"

_Eeep...ee...beeep._

Fluttershy yelled when she suddenly got the brunt of Bumblebee's headlights turning on. Of course, once they were on, Fluttershy wished they were off. She and Bumblebee (having somehow gotten into robot mode) were hanging from the ceiling of the room by glowing pink ropes tied around their waists. The room itself was dark reddish-brown, tiled, and with shelves adorning the walls. On the shelves were a varity of weapons, like hooks, guns, tridents and some other things that Fluttershy wasn't sure she even wanted to know what they were.

"Oh, hang on, your hignness. " A low, predatory voice with a certain class to it said. "I think they are awake."

A Decepticon entered the room and turned the lights on. He was big, tall, hunched with a long, long neck, black and green and covered in spikes. Wires, conduits and circuit-boards were visible all on him, like his body was made of mismatched parts, and his face was silver and skull-like, covered in some sort of tribal markings. A orange sphere was in his hand, broadcasting an image of Megatron.

"Ah, the Scout and the Princess!" Megatron's image greeted.

_Beep beep beeeeeeep!_

"Silence, Scout!" Megatron ordered. "I have something to say. My Insecticon soldier tells me that you, Fluttershy, were the one to...terminate Airachnid."

"Ooh!" Flutterhsy whined. "Can we please not talk about that?"

Megatron chuckled. "Oh, but dear Fluttershy! You've done me a service. I had been meaning to terminate that treacherous spider, but the oppurtuniy refused to surface. The Decepticon Lord formally thanks you for the termination of his enemies."

Fluttershy felt terrible. Granted, Killing Airachnid was a favor to Arcee, an service to the Autobots, and probably all of humanity, but knowing that her actions been _appreciated_ by Megatron was a _horrible_ feeling.

"Now, how much will it cost to get both the Scout and the technoorganic?" Megatron asked.

The Decepticon raised his right arm, which ended in a huge hook curved to the point it was almost a full circle, and tapped the tip to his chin. "Let's start with, say...5000 Energon Shards apiece? I mean, if that won't set you back too much, Lord Megatron."

"There can be no price on the heads of my enemies." Megatron growled.

_Beep? Beep Beep eed eeee whhhhoon?_

"I'm not a Decepticon." The spiked bot told them. "Name's Lockdown. I'm what you call...a bounty hunter. But my real hobby is collecting trophies, as you may have guessed from my walls." Lockdown gestured to the shelves. He deactived the holgogram and put the tip of his hook to Fluttershy's chin. "Though if my prey is...pretty enough, I might just keep it around to play with it."

Fluttershy shivered. She didn't like the sound of that. "P-play?"

"Oh yeah." Lockdown said. "Up til now, I though technoorganics were a thing of Cybertron's myth. I'm sure that could make for all kinds of interesting...variations, heheh."

_Beep bee eep!_

Lockdown removed his hook from Fluttershy's chin and wrapped his hand around Bumblebee's. "Broken voice processor, huh? Shame, isn't it? Not being able to talk like a normal bot? But then again, I guess that makes it so you have to come up with different, interesing ways..." Lockdown put his face in Bumblebee's face. "To scream."

Lockdown raised his hook and stabbed Bumblebee's chest.

* * *

Fluttershy's Insecticons followed Ratchet's intruscions, finding a Cybertronain ship of black model with angular wings that bent up and over like a bat's. The bot-beetles all parked themselves some distance away from it, let Ratchet off and transformed.

"There!" The captain pointed. "We will tear it apart, piece by piece!"

"No." Ratchet raised his hand. "This...this is something I have to do myself."

The captain made a displeased noise. "Come out of there with Fluttershy." he poked Ratchet's in the chest, which with his strength was enough to push Ratchet back, helping get the point across. "Or else."

Ratchet nodded, turned to the ship, steeled himself, then made a beeline for the ship.

"Come on, now." Lockdown cooed at Bumblebee, twising his hook into the Autobot's side. "Scream for me!"

_Eee...whieet...bep eeeeeeeep!_

"Oh!" Lockdown looked disappointed. "I hate it when they have that attitude." Lockdown tore his hook out of Bumblebee's side, sending Energon spraying everywhere.

"Of couse," Lockdown said, walking over to a shelf and picking up a tiny drill from it. "I don't imagine your little pony friend to be as...uncooperative as you are." He push a button on the drill, making it turn.

Bumblebee's optics narrowed in zoom.

_Beep! Beep beeep beeep eeeep!_

"Nope." Lockdown answered as he approached towards Fluttershy, who was gasping in fright with every step the bounty huntet took. "You had your chance. Now it's her turn."

"On the contrary, Lockdown, I'd say it's your turn!"

The three of them looked to the room's entrance to see Ratchet standing there.

"Ratchet!" Fluttershy happliy exclaimed.

_Beep eep!_

"Hey..." Lockdown said. "Hey, I know you! I'm not that good with names and faces...but I never forget a trophy."

Ratchet narrowed his optics and curled his hands into fists. He walked into the room doing his best not to show any trace of fear, which only showed that he was afraid even more.

"You may remember me as a trophy, Lockdown, but this night's end, you will know me as the Doctor of your Doom, for you're long overdue for a checkup!"

"Um," Fluttershy muttered. "If you were the doctor of his doom, wouldn't that you were trying to prevent it? Um, his doom, I mean?"

Lockdown and Ratchet both looked at her like she was the weirdest girl in the universe.

"You know..." Lockdown said, raising his arm. "She has a point."

Ratchet stopped short at this for some reason.

"...AAAWW, _SHADDUP_!"

Ratchet charged at Lockdown, punching him in the face. Lockdown stumbled, taken by surprise, but before he could get his turn, Ratchet picked a trident off the shelf and pinned Lockdown to the shelf with it.

Ratchet converted his arm into it's sword mode and cut the rope holding Bumblebee, causing him to drop to the floor.

_Beep!_

"Sor-ree." Ratchet overdramatically apologized. "I didn't know you such a soft tailpipe, Bumblebee!"

_Be-bee beep._

Lockdown grabbed the trident's handle and unpinned himself. He twirled it and started approaching Ratchet from behind. Fluttershy saw him though.

"RATCHET LOOK OUT!"

"Huh?" Ratchet turned around just in time for Lockdown to send him flying with a well-placed punch.

"Look at you." Lockdown started taunting him. "Here to save your two friends. Predictable Autobot nobility. You couldn't save that blue fembot from me back then, you can't save these two from me now. In fact, I think once they've each had their turn, I'll do you again. Does that sound fun,...Ratchet, was it?"

Ratchet pushed himself to his elbows. "It...does not sound fun."

"Too bad." Lockdown raised the trident up over Ratchet's head. Bumblebee jumped up on him from behind and wrapped his arms around Lockdown's overly-long neck.

_BEEP BEEP!_

Lockdown started trying to shake Bumblebee off. Lockdown threw the trident aside and reached over, prying Bumblebee off his back and tossing him.

"I guess you want another go badly, don't you?" Lockdown purred. "It's rare when I have the pleasure of having that effect of bots."

"Nnnuuuhh..." Ratchet grunted, trying to get up, but he gave up and went limp.

"Ratchet!" Fluttershy yelled. "Bumblebee's in trouble!"

"I know he is, Fluttershy." Ratchet tiredly told her. "But Lockdown's right. I couldn't save Arcee then...I can't save you and Bumblebee now."

"Yes you can!" Fluttershy screamed. "You can do this, Ratchet! You're better then him! You're a nice pony deep down! You saved me from the Insecticon pod, didn't you!?"

Ratchet's looked up at her. "...I did, didn't I?...You're right, Fluttershy; I can do this." Strength renewed, Ratchet got to his feet and converted his arm to blowtorch mode.

"HEY LOCKDOWN! YOU"RE LATE FOR YOUR _MEDICATION_!"

"Oh, please-AH!" Lockdown scoffed, disbeliving Ratchet could manage to accomplish anything, but was proven wrong when he got a faceful of lit blowtorch. Ratchet swept his blowtorch up and down across Lockdown, scorching him up before pointing it like a hose and blasting the bounty hunter back with a fireball.

"Uurrhg..." Lockdown groaned.

Ratchet clocked him in the jaw, knocking him down and out. He pointed a scolding finger at him. "Stay down!"

Bumblebee got up and proceeded to untie the knots binding Fluttershy.

"I knew you could do it." Fluttershy told Ratchet.

Ratchet smiled. "That you did. Come on. Bob and the other Insecticons, I mean...the rest of your subjects are waiting outside."

The three of them made their way out to be greeted by cheer from the Insecticons.

"You made it out! We were starting to worry." one said.

Fluttershy's eyes widened. "You can speak English?"

"Uh...yeah." Another said. "We all can speak English. We just choose not to."

Bob raised his claw and squealed.

"What?" Ratchet asked.

"Ooohh..." Fluttershy crooned. "Bob says he can't speak it. No one taught him."

"Poor guy." The captain said, resting a claw on Bob's shoulder.

Bumblebee called for a GroundBridge, which opened up soon enough. Bumblebee and Ratchet were almost inside when they noticed Fluttershy wasn't following.

"Fluttershy, aren't you coming?"

"Oh yes!" Fluttershy assured. "I just have something I need to do. Keep it open for me, please?"

Ratchet and Bumblebee both found this odd, but obliged. "...All right."

Moments later inside the ship, Lockdown came to. The first thing he noticed was the trio of Insecticons looming over him.

"W-what are you here for?" Lockdown asked, altering looks between the three.

The middle one arced it's it mandibles. "Princess Fluttershy tells us you're not a nice pony. Boys, remind me again what do we do with ponies who aren't nice?"

The other Insecticons squelaed and banged thier fists into thier palms.

As their shadows loomed over him, Lockdown could only raise his arms and whimper, rendered incapable of thinking by fear...

* * *

Ratchet and Bumblebee entered the base. Everyone else but Bulkhead and Rarity had returned from thier missiosn, but from the looks on their faces, it hadn't gone the way they had wanted it to. Arcee and Wheeljack were standing with their wounds healed, so Optimus must have taken care of them.

"Arcee...I'm sorry." Ratchet aplogozied.

Arcee looked away. "It wasn't your fault..."

Fluttershy fluttered through the GroundBridge. "Good news! Lockdown's not going to hurt anypony for awhile."

Ratchet raised a browplate. "Oh?"

"Someone restart that Bridge right now!" Fowler lashed out, preventing Fluttershy from answering Ratchet. "Bulkhead and Rarity need an exit!"

Ratchet punched new coordinates into the bridge. "I'm sure Rarity will be happy to see you're safe and sound, Fluttershy."

"I'll be happy to see her too."

The Bridge was restarted as instructed, but Bulkhead and Rarity didn't come out for a few seconds, getting everyone concerned.

"Oh...maybe we should go check on them?" Fluttershy gently suggested.

Rarity's back became visible, rendering that notion meaningless.

"Oh, good! You're all right! Everypony was starting to-"

The worry hadn't run it's full course yet, however. When the rest of Rarity became visible, she look she'd been put through the ringer. Three-pairs of crecsents scars curved along her sides. Blood ran down her sides from down, having flaked and dried. Her legs were covering bruises and gray ash...but perhaps the most disturbing thing was that her horn had been reduced to three-quarters of it's height, the tip now ending a jagged, uneven shape that was encrusted in dried blood. Not only that, but it was glowing in spite of it's recent cut.

Bulkhead was even worse. He was lying on his back, unconcious. The car door that made the right side of his chest had been torn off, exposing sparking circuity underneath, and he was also covered in scratches and scrapes and ash. The only reason he got through the Bridge _at all_ was because Rarity had been pulling him by the head with her magic.

Once had he been dragged all the way through, Rarity let go of her grip on his head. Without it's support, Bulkhead's head tilted backwards. The white unicorn then pressed her body up against the downed Autobot, cradling him as best she could, nuzzling her neck into his.

"You did good, soldier...you did good." Rarity rested herself up against him.

Fluttershy, Rainbow Dash, Applejack and Pinkie all ran up to her.

"Rarity, what happened?"

Rarity made no motion to let them she had heard them.

"Rarity?" Fluttershy asked.

Applejack held her hat against her chest. "Rarity, Fluttershy asked y'all a question."

"_Rarity!_" Fluttershy hissed.

The white unicorn was limp.

"_RARITY!_"

* * *

_To Be Continued..._

* * *

**_Previously on the Author's Notes:_  
**

**__****It works better in a cartoon...**

_**There will be a surprise guest waiting in the next chapter! Can you guess who it is?  
**_

**__****Hints; He's, big, deformed, and green.**

**Author's Notes for 'Tinker, Tailor, Gamer, Spy Part 2'**

**And the surprise guest is...Lockdown! You didn't see _that_ coming, did you?  
**

**So, um...speaking of cartoon, there's been something on my mind that's bugging me...I was, well.  
**

**...I kind want someone to make an fanimation of my story. I'd been hoping someone with the resources and talent necessary to do that would read my story, then just like it enough to make one without my input, but I've waiting...so far, nothing. Then again, it does take longer to make a full-fledged animation then some might give it credit for...**

**So, this where I run into a bit of a snag: you might be able to redirect me to an animator or vis versa, or even know someone who's working on it already, but, um...making an animation takes a lot of animators, voice actors (which I am willing to be a liiiiitle lenient on the standards for) music, and the most finicky issue...communication. Oh! And time! Lots of free time on their hands that they have _nothing better_ to spend on.  
**

**And...and see, most of the MLP: FIM 'fanimations' I've seen on Youtube, the well-animated ones at least, all seem made by colleague-level students, who I'm not certain would be willing to listen a stuttering 15-year old like myself. Then again, love for and over ponies has made people come together for significantly more, so who knows!?  
**

**You probably already know what happened to Rarity. SSSH! Don't spoil it for anypony, now.  
**

**Lisa Meitner was a real scientist! And she WAS a woman!  
**

**One dialog change was Twilight's and Silas line from "Are you questioning me/her, Seeker?" to "Starscream...are you doubting me/her?"  
**

**Energon Shards is the name of the currency in the Fall of Cybertron game. **

**A 'previously on' for the Author's Notes. How _meta_.  
**


	12. Tinker, Tailor, Gamer, Spy! Part 3

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

_Previously on Friendship Is Magic: Prime..._

_"Extreme circumstances." Optimus answered. "I request you send Chase and Boulder."_

_Twilight paused mid-sentence. "Wait, no he didn't! So any weapon he finds, he can easily allow himself to use the weapons on the humans! On the Decepticons! On US!"_

_"Twilight's not here right now." Novo answered. "But I'll fix you up."_

_Starscream raised his claw, brought it smashing down on the urn hard enough to produce sparks and...twisted the lid._

_Dash kept struggling against it, and her eyes were discolored, almost like she'd been infected with Dark Energon, but rather then purple, pinks and whites were instead bright red, reddish-brown and blacks._

_Optimus observed their injuries. "I see Ratchet was unable to complete your repairs before departure. I will tend to them."_

_"You did good, soldier...you did good." Rarity rested herself up against him._

* * *

_"Each of us has only a quantum of compassion. That if we lavish our concern on every stray cat, we never get to the centre of things."_

**Friendship Is Magic: Prime: Act III**

**Chapter XII: Tinker, Tailor, Gamer, Spy! Part 3**

**Episode Synopsis: In the course of the the Relic Hunt, Twilight gains an unfair advantage, Pinkie Pie runs afoul of a Las Vegas mob boss, and Rarity forms a new bond with Agent Fowler and Bulkhead.**

* * *

Bumblebee having just left the GroundBridge, Optimus turned to Rarity. "Rarity, can you refit one of your spacesuits to fit a human?"

"I suppose I could, Optimus, but why?"

"Boulder and Graham are the best equipped to head for the Arctic. The Artic's freezing temperatures make a threat even to us Cybertronians, so I am not comfortable with the idea of sending Graham there unprotected. " Optimus explained.

"Oh my!" Rarity exclaimed. "That does sound rather cold! I'll alter Twilight's...after all, she-she's not using it..."

Rarity walked out of them room with her head held low.

"I've never heard of the Arctic." Boulder informed Graham, optics twinkling at the prospect of new Earth experiences. "What's it like?"

Graham took off his glasses and polished them with handkerchief. "The Arctic is an entire continent made of ice. The temperatures there can reach subzero daily."

"Subzero?" Boulder repeated. He looked at Optimus with concern. "Optimus, are you still want Graham to come with me?"

"While it grieves me to put a human in such a dangerous situation, I am of the impression that you and the other Rescue Bots have greatly increased effectiveness with the help of your human partners."

Graham grinned nervously, trying to hide that he was uncomfortable with Optimus' oblique compliment.

"It's ready!" Rarity announced, hanging the modified spacesuit, now fit for a human thanks to her skills with a needle and fabrics. Graham got up to take it, but Rarity smothered him in it with her magic, somehow manipulating his body and it until it was neatly tucked around him. The boots meant for ponies' front legs were of no use to Graham, and they were rubber, rather then cloth, so Rarity compromised on them: they were now more like over mitts, which Graham could live with. He had worse.

Ratchet attempted to reach his hand over to pull the lever for the Bridge, but it was shaky to the point of being pathetic, so Optimus felt forced to grab it and put it to rest against the controls.

"Allow me, old friend."

The GroundBridge whirred open.

Graham flexed his fingers against his over mitts, remembering how it felt to go through the Bridge the first time. He looked up at Boulder.

"Well...let's go."

* * *

Dreadwing watched with a disinterest interest in Megatron's chewing out of Breakdown and Knock Out. When Breakdown shook his shoulders,

"Graceful?" Megatron questioned. "Graceful? I have no use of your grace, Knock Out! Move quickly and operate with a SURGEON'S skill, do I make myself clear?"

"Eh...as crystal, Lord Megatron." Knock Out answered, stepping backwards.

Megatron narrowed his eyes at them.

"WHY ARE YOU STILL _HERE_!?"

Knock Out, Breakdown and the miners all scrambled out of the room.

Megatron shook his head in disapproval, then looked at Dreadwing. "I hope you, Dreadwing, will prove more reliable then Knock Out has."

Dreadwing snapped to attention. "I will put whatever task you have for me above my finish, at the very least, Lord Megatron."

Megatron turned around to examine the coordinates. "The second set of coordinates suggest that the relic lies at the very bottom of this world."

Dreadwing bowed. "I will travel to the end of this, or any other world, to serve your will, Lord Megatron."

Megatron's looked over his shoulder at him. "Go. Return with my prize, and prove are you more worthy of being my second-in-command then those you have preceded you."

Dreadwing nodded, then left the room just as Fearstorm walked in, passing the Vehicon on his way.

* * *

Twilight trotted through the hallways of the Harbinger, wrapped up in trying to decrypt the her transcript of the Database with the help of a tablet Starscream had been willing to give her. She was so wrapped up that she had already forgotten a bump she had into Doctor Morocco...at least she did the same to Silas.

"Oh, sorry, Silas." Twilight apologized. "I keep getting lost in this Iacon information."

"I understand, Twilight Sparkle." Silas assured her. "...Exactly what does this Iacon Database contain?"

"Mostly the locations of some old weapons and stuff." Twilight answered. According to the Autobots, they jettisoned into space to keep them from the Decepticons. Optimus Prime Pinkie Promised-..." Twilight stopped. Wait...Optimus hadn't Pinkie Promised! He said he would, but he didn't!

"Wait, no he didn't! Optimus said he Pinkie Promise after he distracted Megatron, and he distracted Megatron, but we had to retreat before he Pinkie Promised!" She turned away from Silas to voice her concerns. "So any weapon he finds, he can easily allow himself to use the weapons on the humans! On the Decepticons! On US!"

"Twilight, I don't think Optimus is the type to-" Starscream's voice behind, but it was interrupted by a tiny thump. "I mean, yes. Yes, Optimus' exact words were a Pinkie Promise. Which he did not make. So now he can use the weapons for his own nefarious uses. Yes."

Twilight tensed up, thinking of what the first thing she should do about the artifacts. She lit up her horn.

"COMMANDBOTS! TO ME!"

That classic noise of misplaced bodily fluids resonated from the crystals in Twilight's chest. Three of the Commandbots came soaring into the room. The other three were too far away to heed her call. She knew from her symbiosis.

Twilight started thinking to herself. What to do about the relics?...Wait, the Autobots' medic had salvaged six coordinates! Those were the ones she needed to get to first! But even with all the Tracers, plague victims, and Commandbots at her beck, she couldn't be in two places at once...

"Starscream! I want you yourself to go to these coordinates." She helpfully pointed at the coordinates at the top of her little note.

"Wha-me!?"

Twilight narrowed her eyes at him. "Starscream...are you doubting me?"

Starscream raised his arm in front of him for some reason.

"Hmm." Twilight flicked her head to show that she was in charge, then started walking off beside the Commandbots. Starscream and Silas had a short conversation behind that she didn't pay attention to. Silas must've said something, for Twilight felt her hair flow in the air current made by Starscream's alt-mode flying by.

She and her Morbot company kept walking, but Novo placed himself at the side of herself.

"Heeey, Twilight! What's up?"

"What's _up_, Novo," Twilight agitatedly replied. "Is that I need to make sure these six relics here are _not_ acquired by the Autobots!"

Novo looked over her shoulder at them.

"Think you can help, Novo?" Twilight questioned at his interest in the papers.

"Yeah." Novo put his finger on the paper. "This one leads to New York."

"I already sent Starscream after that one."

"All right..." Novo traced his finger down the page. "That is...in the Arctic."

Twilight turned to him with a curious look on her face. "Arctic? I don't think we have anything like that on Equestria..."

"It's this chunk of ice big enough for it to have it's own ecosystem."

"An ecosystem...in ice?" Twilight got a look of amazement on her face. "Wow! Earth sure is interesting!"

"Flattering. Anyways, I'll go set up the GroundBridge thingy to get you there. I'm got gonna put right by it in case there's something nasty waiting for you there."

"Understandable." The Commandbots transformed, opening their doors to allow either Twilight or Novo in. With their passengers secured, the Morbots drove to the room where the GroundBridge set up was.

Adam and a few MECH grunts were fiddling with it, a wrench in Adam's hand.

"Adam?" Twilight asked, stepping out of her ride. "What are you doing?"

Adam yelled and dropped the wrench, clearly not having had expected any visitors. "Just-just trying to understand the tech better. Honest."

"Ah, well, nothing wrong with that, is there Novo?"

"I guess not."

Adam and his troupe left the room to let Novo take control. Novo pushed buttons, then pushed more buttons, which opened the GroundBridge in front of Twilight and her assault vehicle companions.

"I'll stay here and be your mission control." Novo said.

"Thank you." Twilight said as she approached the Bridge.

Novo's mask contorted in a way to suggest his eyes had widened. "Hey, wait! The Artic is cold! We need to get you some clothes!"

Twilight stopped her approach, then...just stood there.

"The Dark Energon will protect me." There was a slight chill in the unicorn's voice when she said this, then she entered the Bridge.

* * *

A green circle materialized in territory unknown to whomever was passing through it. A light green steamdozer rolled right out of and into it, the crawl of his caterpillar treads gliding worklessly on the pure frost.

"Wwwwoow..." Boulder oohed. "This place is beautiful!"

The ground was bluish-white, and went on for miles and miles of road, untouched by industrial development. A few stalagmites were scattered across the ground, pointing upwards and giving some sense of direction to wandering travelers. Wind was made visible by the loose ice shavings carried on them.

Graham couldn't see what Boulder thought was so pretty about it, but couldn't bring himself to burst the Construction-Bot's bubble of amazement.

Boulder suddenly opened his door for Graham. "Graham, step outside and look at this!"

Graham cautiously stepped out, wary of whether or not the fitted spacesuit would actually work as intended. Having yet to go numb from the effects of Boulder's door being open, he was confident. He couldn't see what it was Boulder wanted him to look at, though. "Look at what?"

Boulder lifted his scoop upward.

Somewhere considerable far away, far enough Boulder and Graham held no chance of running into the madmare, Twilight was galloping along, the Morbots rolling right behind her, her prediction of the Dark Energon protecting her having come true, when she stopped suddenly to look up.

"Oh, wow! What's that?" Twilight asked in awe.

Up in the sky above, green and purple lights danced like carefree animals, the lights large enough to nearly cover up the entire sky.

"Novo! Novo!" Twilight snapped through her comm. "I'm witnessing the most amazing thing right now!"

"_Really? What?_"

"I-I don't know! It's like some sort of...snow rainbow or something! It's green, purple...and beautiful."

"_Ah. Probably the Aurora Borealis._"

"Au-what?"

"_The Aurora Borealis._" Novo repeated. "_It's a phenomenon in the Artic._"

"It's beautiful..."

"_I'll take your word for for it, since I can't see. Have you found the relic yet_?"

"Huh? Oh, right! The relic!" Reminded of her task, Twilight resumed her gallop...then stopped and turned around to look at the Borealis a little longer.

"Earth really is full of so many wonders...I wish my friends could see this."

On that bitter reminder, Twilight began walking, the reminder of her friends causing an entanglement of any spring in she may have had in her step.

"Why do I have to fight my friends?" Twilight seemingly asked the air, as if the unforgiving winds of the Artic would have her answer. "Why?"

Her question was not answered by the winds, but by the pulsating crystals in her chest and withers. They glowed, illuminating her in the Arctic lightning.

Her eyes flashed purple. She narrowed them, clearly reminded of why she and her friends were fighting.

"Prime..."

She halted in her tracks. Sadness was not holding her in place this time. Rage was.

"_PRIIIIIIIIIIIIIIIIIIIIME_!"

Having screamed that, Twilight resumed walking, no longer galloping, but now at a much more steely pace.

In short order, she and her Morbots came across a icey ledge. Her computer-rivaling memory confirmed that the relic should be...just beneath here.

Twilight huffed and backed away from the ledge, then ran forward to build up speed for her jump off the edge, using her wings to slow her descent before teleporting to the lower ground. The Morbots transformed and followed suit. Now inside what could best be described as a valley made out of glaciers, Twilight began whipping about in her hunt. One of the Morbot's guided her attention to a tiny (relatively speaking) cave in the side of the valley walls.

Twilight approached the cave and started using her magic to scan for her prey.

Boulder pulled up on the outside of the valley, letting Graham out to double-check if this was their destination.

"Looks about right..." Graham said, walking towards the valleyway.

"Graham, stop!" Boulder shouted.

Graham turned around to ask Boulder what was up, but on looking at the valley again, he saw it. Twilight Sparkle and her acompimant of larger, red Morbots. The prospect of bigger Morbots was terrifying enough without Twilight Sparkle there.

Twilight was really the main attraction. She'd been even more mutated since the last time Graham and Boulder had seen her. They didn't know it, but Dark Energon had indeed protected from the cold, adding new additions to her as a consequence. The two rescue workers hadn't been there for when Twilight first shoved the extra crystals in her shoulders and added the wings, but they could all that clearly.

Additionally, a D.E crystal covering with the shape of fish scales ran across her sides, and pink crystal ornaments like a stag's antlers were attached to the inside of her hind legs. The faint black pattern in her wings had gotten bolder. Given what happened to Rarity's, it was impressive how they hadn't succumbed to the chill...

The really disgusting part was that the crystals were actually beautiful, bordering on gorgeous, except for the part where they were _grown into Twilight's flesh. _

Slightly less disgusting was the purple beam of light sweeping around the cave, emitted from her horn.

After a few more sweeps, Twilight turned around and shouted at her soldiers.

"Where is the relic!?"

"I was about to ask the same of you, Twilight Sparkle."

The Morbots turned around to see Dreadwing and a four-mech team of green jet Vehicons behind him.

Graham ran for cover behind one of the ice spikes. "Who-or what- is that!?"

"Decepticons." Boulder answered, transforming. "Graham, stay here."

"I don't know where the relic is, Dreadwing." Twilight snarled. "I guess the triangulation was off."

"Then it would seem we are on equal footing." Dreadwing growled.

Both teams stood there with palpable of anticipation, each waiting for the other to make the first move.

At the lack of progress, Dreadwing's finger twitched. Taking matters into his own servos, he pulled out his Gatling and opened fire.

"ATTACK!" Twilight shouted, galloping away to hide behind the fire of her Morbots.

"You flee, Faithful Student?" Dreadwing growled. "Stand by your soldiers and fight like a mech!"

"I'm a mare!"

"THAT is BESIDE THE _POINT_!"

Twilight nimbly swept the ice with her hooves, sliding on it to dodge the stray shots until she ran into a wooden pole, the impact knocking her onto her rump.

"Ow!" Twilight rubbed her head sorely and looked up to see her attacker. A wooden pole with a red flag tied around it.

"What's that?" Boulder asked.

"It's a flag." Graham answered. "Researchers leave them in the place of discovery so they can find the area again."

"Do you think some researchers might have gotten the relic?"

"It seems reasonable. I just hope Twilight doesn't know what it means..."

"I know what this is!" Twilight declared, hopping to her hooves. "This is a marker of some sort! But who would-...humans!" Twilight looked around, and apparently deciding that way was more likely to have her target, ran in the opposite direction of the valley where Graham and Boulder were hiding.

"We can't let Twilight get that relic!" Graham exclaimed. "But those robots..."

"You go after Twilight." Boulder instructed, raising his fist. "I'll cover you."

"You sure?"

"Uh-huh. Plus, I've wondered what's like to fight a Decepticon..."

Boulder stood up from behind the ice and slapped his hands together, producing a sonic wave that disoritentd the members of the fight. Graham ran like his lif depended on it while the Morbots and Decepticons were still stunned.

"Uhh..." Dreadwing wobbled slightly, recovering quicker thanks to his battled-hardened nature.

"Boulder!" Graham shouted. "Do it again!"

Boulder prepped himself, but Dreadwing fired a laser into his chest before he could finish the clap. The Seeker Captain jumped up and over the Morbots to get in melee distance of the Construction-Bot.

"I do not recognize you, Autobot." Dreadwing pulled out his silver bayonet.

"Boulder." Boulder introduced himself, pulling out a very large J-pipe with which to counter Dreadwing's sword. "You might say I'm on loan."

Dreadwing battle-cried and raised his sword overhead, but Boulder blocked it with the pipe. They then duked it out, green and yellow Ion trailing behind their weapons as they were swung.

Behind them, the Vehicons and Morbots had recovered and resumed shooting. Graham had gotten out of the valley though, so as far Boulder cared, it was fine.

Speaking of Graham, he was still running, still close enough to see Twilight Sparkle from behind. Knowing his running wouldn't keep him up with her, Graham bent his knees and jumped up onto her back.

"AH!" Twilight reared up. She turned her neck around to see what had suddenly grabbed her. "Oh. Hello, Graham!" She activated her tail-hair tendrils and wrapped them around Graham's shoulders, arms and necks. Graham struggled against, paniking. "Oh, I'm not going to do anything." Twilight lifted him up and placed him on the ground. "I just don't recall giving you permission to ride on my back..." She started walking. "What are you doing here, anyways?"

Graham walked around and in front of her. "I'm here to keep you from getting the relic."

"...HA!" Twilight reached her neck forward, nuzzling their noses together and cupping his chin with her hoof. "The little human thinks he can stop me. How cute!"

Graham grabbed her hoof and moved it off, his uncomfortableness delaying his ability to think of a plan. Even without said delay, he didn't have much options. He reached into the pocket of the spacesuit, pulled out a monkey wrench, and slammed it into Twilight's cheek.

The unicorn's head didn't budge a millimeter.

"...The little human thinks he can _hurt_ me!" Twilight walked around to behind and scrunched up her body, coiling her neck and tail hairs around Graham's shoulders. "That's even _cuter_! It was a nice try, cutie pie." Twilight licked his cheek, a show of affection to both ponies and humans, but the action had different...connotations between the species.

Twilight untethered from him and proceeded on her way, but Graham arched his arm and threw the wrench at the back of her head.

Twilight stood very still...signaling to Graham that wasn't a good idea.

"I am beginning to grow_ very _frustrated at your insistence, Graham." Twilight teleported.

Back in the valley, the battle raged, up until the Morbots were given the command to rendezvous with Twilight now.

"Our opponents in the valley are still attacking, Twilight Sparkle." The Morbot's programmed voice told her.

"_So...blow it!_" Twilight hissed over the comm.

The Morbots nodded, more to themselves, and took for the air. The Vehicons raised their blasters to compensate.

The Morbots aimed their cannons at the valley's top and blasted them, blowing the ice apart into huge chunks which began descending down the cliffs.

"Your skill is commendable, Boulder, but your technique is need of improvement." Dreadwing complimented.

"I'll keep that in mind when I get back home." Boulder responded.

The Vehicons' sudden screams alerted them to the new danger.

"AVALANCHE!"

"It's really more of a rockfall, innit?"

"They're not rocks!"

"IS NOW THE REALLY THE TIME TO DISCUSS THIS?"

The Vehicons transformed to their jet forms and flew out of the avalanche. Dreadwing turned around to join them. A chunk of ice fell on top of Boulder, causing the Rescue Bot to grunt loudly. Dreadwing turned back towards him.

Boulder grimaced at the realization Dreadwing had him at his mercy.

Dreadwing sheathed his sword, then shoved his claws under the ice rock and picked it up.

"Y-you're saving me?" Boulder questioned.

"Up!" Dreading commanded. "Up! UP!"

Boulder and Dreadwing transformed to their respective vehicle modes, driving and flying out of the way of the ice. Another chunk hit Dreadwing and sent him sprawling out of control. Boulder, having not forgotten what Dreadwing just did, swerved and caught the jet in his scoop.

Boulder put his pedal to the metal to get out of the collapsing valley around them, swerving to the side just as he pulled out of harm's reach. Puff's of white dust rose into the air as the ice finished falling below.

That done, Dreadwing and Boulder both transformed and cast a look back at the ice.

"...Um...I hope you understand that I still can't let you get the relic." Boulder said to Dreadwing.

"I know that, Boulder..." Dreadwing pulled out his sword again. "But I do not intend to give you a choice."

"Boulder?" Graham shouted. "Are you there?"

Boulder looked around to see Graham boxed in by two of the red Morbots.

"Graham!" Boulder rushed over and punched both of the Morbots out, having caught them by surprise. Dreadwing took the chance to vanish.

"Thanks." Graham said. "Twilight summoned those things to keep me in place while she went after the relic."

"That 'Con's after it as well." Boulder transformed. "Let's go!"

"Where could they have gone, though?" Graham asked as he climbed in. Once he got inside, though, he could see the tell-tale shadow of conical buildings in the distance.

_"...There?"_

Boulder rolled up to the base, where a bunch of humans in heavy Artic clothing were gathered around like they had just seen something bewildering. They heard the roll of Boulder's treads and turned around.

"Tally ho!" One of them, with a comb mustache and aviator's helmet, stepped forward. "What might you be?"

"Okay." Graham whispered to Boulder. "Robot robot mode."

Boulder's dashboard display nodded. Graham stepped out to greet the researchers.

"Hello! My name is Graham Burns. I'm looking for this relic thing I think you must have excavated?"

The researcher raised his eyebrow. "That's funny. This unicorn came by just now asking for the same thing."

Graham sputtered. "AND YOU LET HER?"

"Well, we weren't going to argue with a bleeping _unicorn_, now were we? Also, she had this giant robot."

Graham squinted his eyes shut. "Okay, listen. There are a bunch of, uh, murderous walruses on their way here. Everyone needs to get out of here now."

"I knew it!" The researcher said, pounding his fist into his palm. "I knew the walruses were after us! Come on men!"

The researcher quickly led his men out of the base. Confident he wouldn't be seen, Boulder transformed.

"Now let's get that reli-AAAH!" A red laser hit boulder in the back and sent him flying into a crane used by the research team.

At the entrance, Dreadwing held his smoking gun, the Vehicons beside him.

"Graham..." Boulder said, grabbing the crane for support. "Stop Twilight..."

Graham nodded, then ran off deeper into the base.

Boulder regained enough strength to clap his sonar to stun Dreadwing's troupe. The green Autobot looked at the crane he was on.

"I hope they don't mind if I borrow this..." Boulder picked the crane up by the crane portion, then charged at the Decepticons, using the crane as a club.

Graham ran about in circles in the base until he heard the sound of a cutting laser. Following it, he found a storage building where the Command Morbot was looming over a huge chunk of ice, melting it slightly with it's laser.

Graham wanted to do something, but he really couldn't. Not against the Morbot on his own.

"All right..." Twilight's voice said. "Let's see what you can do." The Morbot reached it's claw into the partially melted ice, tearing out a Cybertronain-sized, large silver discus with blue highlights and handles. Once it got too close to the Morbot's chest and started whirring.

"...That doesn't seem good."

Graham agreed, so as the disc began expanding panels that latched onto the Morbot, he decided to get out of there.

Getting out didn't make him any more safer then he was in, since Boulder fell down just in front of him.

Dreadwing marched forward, the repurposed crane in his hand. He tossed the crane aside and moved in for the kill...

The storage building suddenly spat chunks of it's plaster and mortar, a titanic figure trudging it's way out. Towering over Boulder and Dreadwing both, with flat feet and rune-adorned hands. Ridges were on it's shoulders and thighs, while a circle was affixed to it's chest. It's head kinda looked like a spacesuit helmet, with a black visor and antennae.

"So!" Twilight's voice came out of the titan. "Is this a boys only game, or can I play?" Looking closer, the Morbot's head was visible in the helm.

"You dare claim what is rightfully Megatron's!?" Dreadwing shouted. "You will pay for your insolence, Twilight Sparkle!"

"Blah blah blaaaaaa." Twilight responded.

Dreadwing got out his sword and leaped at the armored figure, but it's right arm shifted and folded into itself to let the Morbot's cannon out, which Twilight used to block the sword. She then batted the blade aside and slugged Dreadwing with the other hand, before blasting him back with the cannon.

Boulder got up and clapped his sonar at her, but the metal armor seemed to absorb the soundwaves.

Dreadwing pointed his sword. "You will surrender the Apex Armor to the Decepticons it belongs to, Twilight Sparkle."

"...No, no, I don't think I will." Twilight batted him aside.

Boulder planted his feet into the snow and leered at her.

Dreadwing ran up to his side. "With the Apex Armor, Twilight Sparkle will destroy us both."

Boulder humphed, not wanting to admit Dreadwing was right. "What do you have in mind?"

Dreadwing handed Boulder the trademark plated bomb. "I'll grab her attention." Dreadwing sprinted towards, transformed, rose into the air and fired bullets from his fuselage at Twilight.

He flew too close, and Twilight grabbed him and threw him aside. "Ha! Might beats flight!"

Boulder jumped onto her back while it was turned and placed the bomb on it.

"Wha-what?" Twilight turned around and drew the Armor back up around the exposed cannon. Boulder combat-rolled away just in time to avoid the bomb's explosion.

When the smoke cleared, the Apex Armor was still standing, unscathed. The charred ground was not so lucky.

"Ha!" Twilight laughed. "That almost tickled. This Apex Armor thing is great! Not only is it nearly impervious, but I can feel actual..._power_ coming off of it!"

Graham bit his lip, then inhaled deeply. He ran right in front of Twilgiht's Morbot-Apex Armor combination and started yelling.

"Hey!" Graham yelled, waving his hands. "Hey! Hey, Twilight, over here!"

"I see you, Graham. What do you want?" Twilight asked with a tinge of annoyance.

"I want you to look at me!" Graham shouted.

"...I don't have time for this-" Twilight turned around and paused at the sight of Boulder and Dreadwing standing in front of her some distance. "...Wait...you two and the human are up to something, aren't you?"

Dreadwing flicked out his cell phone and pushed a button on it.

Red lights started shooting out of the ground, showing the location of bombs Dreadwing and Boulder had scattered along the ground while Graham held Twilight's attention.

Twilight had only one comment. "...Scrap."

The bombs exploded, covering Twilight's robot from view with the smoke, but the paniked whinny let the mismatched tag team know their plan had been sucessful, more or less. When the smoke cleared, Twilight was nowhere to be found and a smoking crater stood in her place.

Dreadwing and Boulder gazed at each other.

"Hmph." With the loss of his prize, Dreadwing transformed and flew off. Boulder watched him go.

Graham walked up to Boulder's feet. "What's his problem?"

"I don't know..." Boulder said, thinking about how Dreadwing and he had saved each other in the valley.

* * *

At the ocean floor, Twilight made her robot swung it's arms, vainly.

"AAAAAGH!" Screaming in frustration, Twilight attempted to make her suited robot jump off the ground, to no avail.

Inside the Morbot's cockpit, Twilight hung her head in defeat. An idea seemed to come to her head, though.

"How...did they beat me?" Twilight wondered out loud. "This Armor is indestructible, or close to it. Hmm." Twilight reached her hoof over to the control and made the Morbot's visual feed play back the minutes leading up to the explosion.

Right, batted Dreadwing, was immune to...whatever the scrap that Boulder was doing...batted Dreadwing again...got distracted by Graham.

"There!" Twilight said to herself, pointing at the screen. "He distracted me..."

"Hey." Novo asked through the comm. "You all right there, Twilight?"

"I'm fine, Novo." Twilight replied, putting a hoof to her chin in thought and narrowed her eyes at the paused footage. "But I need to find a way...to combat..._the human factor_."

* * *

Graham flexed his fingers against his over mitts, remembering how it felt to go through the Bridge the first time. He looked up at Boulder.

"Well...let's go."

Chief Burns stood back as he watched his son exit through the green portal, then turned Optimus when he had gone. "I have to say, Optimus, are you sure sending Graham out there is wise?"

"Boulder may lack the experience of Team Prime, but he still an Autobot. He will protect Graham's life, even if it is at the cost of his own." Optimus answered gravelly. "Now we must send a team to find the next relic. Chief Burns, you and Chase will be accompanied by Pinkimenia. She will act as your cover."

"Wait." Chief Burns raised his hand. "I thought the idea behind getting me and my team was to provide cover for the rest of you."

Optimus nodded. "That is correct, but in the area you and Chase are departing to, you will be in far less danger should Pinkimenia take point."

"Now where could they possbily going on Earth where Pinkie Pie would be less conspicous then a police officier?" Rairty exclaimed.

Chief Burns winced. "You...don't want to know." Cheif Burns looked at Optimus.

"Give Chase my apologies, Chief Burns."

Pinkie Pie looked back and forth at them. "Where are we goin'?"

* * *

Soundwave's spider-like claws skittered across the keyboards, giving the illusion that there were actual spiders running around on it.

"_Soundwave_!" Megatron yelled through a comm. "_While it is vital that you decode the Database, it is also important to prevent the Autobots from reclaiming our weapons!_"

Soundwave let the fading of noise from his halted typing speak for him. As usual, Megatron was somehow able to understand and respond accordingly.

_"Soundwave...you are an expert at being unseen. Which is why you are going to the place the humans go to be seen. I hope you enjoy gambling, Soundwave...you are going to Las Vegas." _

* * *

Doo-badoot-doo-wheeeeeeeino!

So rang the trademark Las Vegas theme while the signs just outside the city shined their inviting shine. It was more like a warning shine to Chief Burns as Chase's vehicle mode rolled up the city's entrance.

Chase was a stickler for the rules, following protocol to the letter, be it judicial or social.

Las Vegas was brighty-lit place where chaos was the order of the day, gambling and other illicit business were profitable and preferable. The lure of crime was stronger here then on any other human city, and the police force just couldn't deal with them for varying reasons. Insufficient evidence, not enough manpower...

Chase wasn't going to be irritated. He wasn't going to be uncomfortable.

He was going to have a _nuclear meltdown _that would cause him to have a Spark attack from the stress.

A passing car sloshed some soda onto Chase's window.

Chase scoffed. "That civilian should be reported for littering and criminal mischief!"

Mercifully, Chief Burns knew how to handle his team.

"Chase, while I agree that wasn't an okay thing, you and I part of Griffin Rock's rescue team. While we're here in Vegas, you and I have _no authority _over _anything_ that does _not_ have something to do with the Iacon Relic. Understand?"

Chase's dashboard view blinked. "Understood, sir." Chase's eyes drifted over towards Pinkie Pie, who was fawning over 'all the pretty lights'!

Burns noticed. "Something wrong, Chase?"

"I have been informed by Optimus that Pinkie Pie is a friend of Twilight Sparkle. I'm...not sure I'm comfortable having an asscoiate of a known criminal in my passernger seat."

Pinkie gasped and turned away form the window. "Twilight's not a criminal!"

"I have sufficient security footage and eyewitness reports to charge Twilight Sparkle with breaking and entering, kidnapping, grand theft automaton, embarking on unauthorized maritime expedi-"

"Chase?"

"Yes, Chief?"

"Drop it."

"Yessir."

To keep him from saying something else to upset Pinkie, Burns pushed a button which turned the dash-screen off.

"Don't worry, Pinkie Pie." Chief Burns assured her. "Optimus told me everything."

"Oh. That was nice of him I guess!"

Chief Burns looked out the window as they came up on a red light. "...I'm sorry about what's going on with your friend."

"Don't be!" Pinkie said perkily, waving her hoof. "It...it's not like it's your fault..." Pinkie's ambiance, which was usaul full of perk, suddenly turned somber.

Chief Burns started drumming fingers when the red light still hadn't moved. "Wish that light would turn green already. Every minute we lose is another these Decepticons have to find the relic."

"I'm sure we'll find it first!" Pinkie bounced back to life. "I mean, it's not like Decepticons enjoy gambling, right?"

Above in the skyscrapers, behind one of the many Vegas billboard's, a black claw grasped the edge, a blank face behind it looking around.

"It's not like Decepticons enjoy gambling, right?" was played back through Soundwave's recorder. The Iacon coodinates quickly replaced the auido bars on Soundwave's display, and Laserbeak ejected from his master's roost. Soundwave walked to the edge of the building, then crawled onto it's sides, his pointy slender limbs making him look like a four-legged spider.

The red light finally turned to green. Chase drove himself...

Laserbeak, hiding in plain sight, fired a shot into the street, blowing apart a side of the highway and sending Chase tumbling into the dark below.

Chief Burns and Pinkie curled up into their bodies to absorb the shock. Chase landed on his roof.

Chase's face reappeared on the dashboard. "Chief, report! Is everyone all right?"

"I'm fine." the Chief replied. "Pinkie?"

"I've had worse." Pinkie shook her head, then pushed open Chase's door and go out. Burns followed suit.

Chase started to transform.

"Chase, no!" Chief Burns shouted. "Vegas isn't like Griffin Rock. A towering robot moving on it's own wil draw attention."

Chase stopped transforming.

Having gotten their bearings, Chief Burns and Pinkie took in their surroundings. They were in a very dim steel place that approached dystopian. It dimly lit enough to keep them from stepping on each other's hooves, but dark enough Chase may very well should be allowed to transform.

"...Chase, resume transformation."

Chase did so. "Thank you, Chief-AH!"

Chief Burns and Pinkie whipped around. "Chase, what is it?"

Chase pointed upwards...to the building Soundwave was climbing down from, Laserbeak flying in circles around him.

"Soundwave!" Pinkie yelled. She got out her party cannon and fired a soild ball of tied-together streamers at him. It puffed uselessly against his hunched back.

Soundwave raised his head at them.

Chase stepped backwards. It wouldn't be right to say Soundwave a legend amongst younger Autobots. He was more like a horror story.

Soundwave jumped off the building, and unveiled a new trick. His claws were both replaced by pointed black spikes much thicker then his fingers. Daggers.

Cheif Burns pulled out his stun gun and aimed.

Laserbeak dived downwards and grabbed Chief Burns in the little skis on him that passed for talons and pushed him into Pinkie, making off with them into the distance.

Leaving Chase to fight Soundwave alone...

Chief Burns and Pinkie Pie struggled to get out Laserbeak's grasp as the 'Con flew by building after building.

"Burns, duck!" Pinkie instructed.

Chief Burns did his best to duck in the awkward position he was in. It was enough to give Pinkie a clear shot at Laserbeak's face with her cannon, smothering the Mini-Con's vision with streamers. Laserbeak shook his head to shake off the streamers, but the distraction allowed Pinkie to somersault over his back and blasted him full-force with cannon, totally covering him in cake, causing him to crash and release Chief Burns.

Laserbeak fidgeted, now glued to the ground by sticky cake.

Chief Burns rubbed his head, then got up. "Well, let's see if we can find the relic..."

Chief Burns and Pinkie started walking side-by-side down the street. They eventually saw a attractive black-haired woman in a green dress standing in front of an alleyway, like she was guarding it.

"Think she could help?" Pinkie whispered to Burns.

"No. I don't think she'd have any idea what we're looking for-"

"Heeeey!" The woman greeted them. "You two oughta know where you are. You do know where you are, right?"

"Actually-" Pinkie Pie started to answer, but the woman cut her off.

"Trick question!" the woman walked up them and draped her arms around their shoulders, apparently undisturbed by the presence of the talking pink horse. "No one comes near the mob boss's turf without knowing where they are!"

"But-" Chief Burns and Pinkie both tried to explain that they didn't know where they were, and had no buisness with any mob of any sort, but the woman wasn't having it.

"Gotta say, it's a bit odd to dress up as the fuzz for a meeting with Joey, but who am I to judge? I'm the woman, that's who!" the woman giggled, then pushed them both into the alleyway where a door was painted black.

"Just walk right in." the woman instructed, before leaving them to fend for themselves and resuming her post at the alley's end.

Chief Burns and Pinkie Pie looked at each other.

Burns looked at the door. "Not much else to do now other then go in..." He knocked on the door. "Hello? Mister Slick? Are you busy?"

"Not at all!" A friendly voice beckoned them in. "Come on in!"

Chief Burns nervously opened the door, and he and Pinkie stepped inside.

What they found wasn't as terrifying as expected. From the things the woman said, it sound like this guy was some sort of mob boss, the room they were in was more a antique collector. Trinkets and nic-nacks adorned the room, bunched up in piles, and it was made of wood. There was a desk with a black box on it that being inspected a plain-looking brown-haired man. The boss probably...and based on the glowing red lines running along the box, it was in all likeliness the relic.

"What can I do for you?" the mob boss asked.

"Could we have that black thing on your desk there?" Pinkie asked, showing her normal lack of subtly.

"I don't know..." The boss answered. "I just found lying on the ground somewhere. No idea what it does."

"We do!" Pinkie answer. "So, will you give it to us, please?"

"I could do that." The boss answered. Then he pulled out a gun on the two of them. "Or you could tell me what it does in exchange for me not shooting you."

Pinkie grimaced, while Chief Burns tried to reach for his own gun.

"Boss!" the woman opened the door. "Someone else is here to see you..."

the woman was thrown across the room between Pinkie and Burns and onto the desk, showing Laserbeak in the door, having somehow escaped his cakey bindings, combat tentacles at the ready. Said tentacles rushed, grabbed the relic and the boss's neck. He dropped the gun and attempted to pry the tentacle off.

Pinkie and Burns aimed their weapons. Laserbeak used the relic to bludgeon Burns' stun gun away, but Pinkie's Party Cannon was able to force the tentacle on the boss off.

Laserbeak turned tail and fled with his prize. Chief Burns and Pinkie ran after him, leaving mob boss and his broad stunned.

Joey rested his arm on his desk. "Wow. That weird horse sure was something..."

Chief Burns climbed onto Pinkie's back to better pursue Laserbeak, following back to where they left Soundwave and Chase. Chase was clearly becoming winded, focousing more on not getting hit then hitting Soundwave.

Laserbeak flew up to Soundwave's chest and took his perch there, handing the relic from his tentacle to Soundwave's.

Chase attempted to slug Soundwave while he grabbed the relic, but the former gladiator was unfazed by the hit. Soundwave transformed and jetted off, the relic in two of his tentacles.

Chase watched as he left, feeling quite inferior since he failed his assigned operation.

Pinkie scraped her hoof. "Well...let's hope it's not anything too deadly." She said in attempt to look on the bright side.

* * *

Optimus looked back at Chief Burns' looking at him.

"Give Chase my apologies, Chief Burns."

Once the cops and Pinkie had left through the GroundBridge, Optimus asserted who else was going where.

"Rainbow Dash, Rarity, there should be no humans in the remaining coordinates. You will accompany me, Rainbow Dash, while Rarity will join Bulkhead in the equator."

"Equator?" Rarity questioned. "And why do I have to go with Bulkhead?"

"Yeah!" Bulkhead agreed, not keen on being teamed up with the pony who kept criticizing his driving. "Why can't Miko come with me?"

Optimus looked around the base. "Perhaps it is because she is no longer present."

A quick look around confirmed Miko was not amongst them.

"Why should I have to go the equator?" Rarity whin-COMPLAINED. Rarity complained. She wasn't whining!

"Your gem locating 'special talent' should prove useful in the equator's terrain." Optimus answered.

"What gem locating?" Rarity feigned, trying to get out of this. "I don't have any gem locating-"

"Yeah you do."

"Be quiet, Rainbow Dash! I'm trying to get out the mission-" Rarity wondered what Optimus' reaction to her admitting that would be.

It was to lower his browplates and tap on Bulkhead's chest, causing a large portion to fold out like a drawer. Optimus pointed at the drawer, clearly not amused at Rarity's antics.

"Oooh!" Rarity lowered her head and walked towards Bulkhead. Bulkhead lifted her up, put her inside the drawer, and closed it.

"It's awfully spacious in here..." Rarity said from inside it.

Bulkhead rolled his optics.

Optimus pulled the Bridge. "Be on your guard, Bulkhead."

Bulkhead nodded, then walked through the Bridge. Optimus reset it behind him, transformed, and opened his passenger side door. Dash got the hint and got in.

Optimus' horn honked accidentally as the Prime built his speed to rush through the Bridge.

"Return...in one piece." Ratchet drowsily wish his old friend well.

* * *

Fearstorm walked into the bridge, passing Dreadwing on his way in. After a quick look in Dreadwing's direction, Fearstorm bowed. "You wished to see me, Lord Megatron?"

"Yes." Megatron answered. "You will to go these coordinates." Megatron pointed to the screen. "There you find an Iacon relic. Claim it and bring it to me."

"I will serve your will, master, or perish trying."

Megatron turned around. "No...you will serve my will. Is that clear?"

Fearstorm nodded, then left the room.

After he left, Megatron exited the room himself and stomped towards the room of the Insecticon hive...

* * *

Optimus and Rainbow came out on the other side to a desert area. Orange and red rocks where everywhere. The Prime drove to find the relic, and did so without any difficulty...except that there was a human archeological team digging it out of the ground. Construction equipment adorned the lip of a crater, one hook lifting a huge red crystal cluster. He parked himself behind a boulder for cover.

"_Red Energon_..." Optimus noted ruefully.

"Humans!" Dash exclaimed. "Whaddya wanna do, Big Rig?"

"I will contact Agent Fowler."

"I''ll do it!"

Miko appeared behind the empty driver's seat, ocupying a space she really shouldn't have been able to occupy.

"M-Miko!?" Dash yelled. "How did you get in there?"

"I got skillz." Miko answered, jumping into the driver's seat. "So, what is it you need?"

Optimus ignored her and pressed on.

"_Agent Fowler, I require access to a research base at my current coordinates." _

"_On it, Prime." _Fowler answered.

The three of them sat there in silence, waiting for Fowler to give the all-clear.

"_Scrapping hay." _Fowler swore. "_Research team's head thinks I'm an scientist who's trying to steal the credit from him. Can't get him to budge." _

Dash pounded her hooves together. "Well, let's get out there and make him budge!"

"Rainbow Dash, I forbid you from harming a human without provocation." Optimus told her harshly.

"I'm plenty provoked!" Dash snapped. "How else are we going to get the relic?"

"We could..." Miko pointed out the front window. "wait for the 'Cons."

Fearstorm and some other Jet Vehicons flew overhead, transformed and aimed their blasters at the site.

"Attention, puny humans! Whatever it is you have excavated, it belongs to-"

The sound of screaming came from the dig sight. Jeeps and fleeing humans immediately left the area in mass panic.

"Oh _come on_!" Fearstorm complained. "I didn't even finish! At least let me do that BEFORE you run away!"

"That's a big one." Miko noted on Fearstorm. "But we can take him, right?"

"Right!" Dash agreed, cocking her rifle.

Optimus transformed, dropping Miko and Dash outside of from his huge grill via trapdoor.

"Rainbow Dash, fly over ahead and take whatever pot shots you can find. Miko, stand back a safe distance."

"What?" Miko protested. "I can't help!?"

"I never said _that_." Optimus replied, arming his blasters. He ran out of their cover with guns-a-blazing', taking Vehicon after Vehicon.

"Optimus Prime!" Fearstorm snarled, emphasizing each syllable. "I hope you understand, Optimus, that you do not scare me."

"I have no use for fear." Optimus said coolly. He aimed his blaster at Fearstorm and fired. Fearstorm armed his and did the same. The two shots collided in midair, causing an explosion. They both fired again, with the same result. Seeing that this wasn't getting them anywhere, both Autobot and Decepticon decided to close the distance between them and engage in some good old-fashioned fisitcuffs.

Dash aimed her rifle over the rock and shot a Vehicon square in the shoulder before ducking behind and turning to Miko.

"Optimus said that big crystal thing was Red Energon."

"I know, Dash. I was in the back, remember?"

"Yeah, yeah. What does Red Energon do?"

Miko scratched her chin. "Hmm..." Miko whipped out her cell phone dialed a number.

"Hey, Bulkhead?"

"_Miiikooo_!" Bulkhead said through the phone. "_I'm kinda in the middle of something here!"_

"Yeah, yeah, that's fine. Just got a quiiick question for ya. What does Red Energon do?"

"_Red Energon_?" Bulkhead replied. "_It's a rare and sensetivie Energon variant, caused by a genetic mutation. Using that stuff in place of normal Energon makes us run better and stronger. Faster, too. A lot faster-SCRAP! RARITY!" _

"What about Rarity!?" Dash yelled, quickly becoming concerned. She took Miko's phone into her hooves. "Bulk? Bulk?"

The phone was silent...

Miko put a hand on Dash's shoulder-equivalent area. "I'm...I'm sure she's fine, Dash. Bulkhead won't let anything happen to her."

"He better not." Dash growled. "Now, what are we going to do about the 'Cons?"

Dash and Miko poked their heads over to see the fight, where it had become clear Fearstorm and Optimus were too evenly matched. The fight was turning into a war of attrition.

"Hang on to this, Pig Tails." Dash told Miko, hoofing over her rifle. "I got an idea..."

Dash flew very high up, to where Miko couldn't see her.

"Rainbow Dash!" Optimus ordered as Fearstorm locked him in a grapple. "I need a distraction!"

"Oh!" Miko looked back and forth for Dash, before remember where Dash had gone...and that Dash had entrusted her with the rifle.

Miko crouched over to the side of the rock and took aim. "Let's see how well you work..." She held the rifle steady, then launched a shot straight into Fearstorm's foot.

"DAAH!" The beaten Con exclaimed, hopping on his good foot while clutching his injured one. "_Who shoots a guy down there!?"_

Optimus managed to slip away and activate his head comm. "Ratchet, I require access to my trailer!"

"Dah! Ooh! Ow!" Fearstorm stomped up and down, then cast a quick glance over to the direction of where the shot had come from. "Someone check behind that rock!"

Miko's eyes widened. If the Decepticons checked there, they'd find her for sure!

"Calm down, Miko..." Miko said to herself. "He's probably pointed to a different rock."

Four Vehicons popped outta nowhere and aimed thier blasters downward at her.

"Or...it could be this rock." Miko despairingly said. "Eee..."

The Vehicons began charging thier weapons, but just as they were about to fire, a red blur came swooping through the air and start just trashing them. It knocked three down, then ran into the chest of the one left and lifted him into the air and threw him to the earth.

Miko stared, awestruck, totally amazed and befuddled at what just happened.

Rainbow Dash crash-stomped in front of her.

"Dash!" Miko yelled. "Di-did you see that?"

"I didn't _see_ it." Dash replied smugly. "I _was_ it."

"What? How did you..wait..."

Miko's amazment was stolen away by worry and fear. Dash's eyes had gotten all wonky, like she'd been infectedinfected with Dark Energon, but rather then purple, pinks and whites were instead bright red, reddish-brown and blacks.

"...You all right there, Dash?"

Dash answered in an incredible fast paced voice, so that it was hard to hear what she was saying.

"_I'm-fine-never-felt- better-in-my-life-if-somepony-asked-if-this-the-be st-I've-ever-beenI-would-say:"yeah-yeah-yeah-yeah- yeah-yeah-yeah." _She paused. _"...yeah!"_

The rainbow pony's fast voice was near-impossible to decipher. Even Pinkie Pie would have trouble with it. Miko tried to think of what to say, and nothing came to her.

So she said the only thing she could.

"...You all right there, Dash?"

"_I-said-if-somepony-asked-if-this-was-the-best-I-ev er-been-I-would-say-yeah-times-six-didn't-I-how-co uld-I-not-be-all-right-there-here-and-everywhere_?" Dash responded, but Miko still couldn't understand.

"Listen, Dash, I can't hear a word you're saying." Miko explained. "So I'm just going to get Optimus, and then we'll-wait..." Miko narrowed hers at Dash's cutie mark.

There was bright red crystal sticking out of it.

"Oh, Dash, tell me you didn't-" Miko looked at the hanging cluster of Red Energon. The very top of it had been shorn.

Miko facepalmed. "Dash... you're an moron."

"_So-I've-been-told-a-lot-actually-a-lot-of-ponies-t ell-me-that-so-maybe-it's-true-I-don't-know-but-it -doesn't-matter-what-matters-is-me-being-the-aweso mest-fastest-pegasus-in-the-entire-solar-system_!"

Miko shook her head. "Forget it, Dash. Sooner or later, that red stuff is gonna do something to you." Miko reached over to pluck the shard from Dash, but Dash ran away when her hand got near it. A red after-image of Dash trailed and faded behind her

Miko ran over to her, but the same thing happened.

"Dash, quit moving!"

"_It's-not-me_!" Dash insisted.

Dash kept dashing around against her will, eventually leading into Miko and herself into Fearstorm's and Optimus Prime's view.

Optimus saw them and got worried, giving Fearstorm the oppurtunity to punch the Autobot leader aside. With Optimus blindsided, Fearstorm went for the Red Energon.

The GroundBridge opened behind Optimus, and his trailer came rolling through, guided by remote programming.

Fearstorm jumped off the crater's edge and onto the hanging Red Energon deposit, holding on by the strengthed cable.

Optimus Prime ran towards his trailer and did something different with it. It didn't turn into a mobile battle platform, or combine with him to form some sort of super robot mode (that would be _silly_) but he was still ready to weaponize it.

Clawings his hands undearneath it, Optimus lifted the trailer and began swinging it to build momentum.

Fearstorm clawed at the cable, trying to get it snap.

"hhhhuuuuYYAAAAAAAAAAAAAAAAH!"

Fearstorm turned around to see the source of the noise, and saw Optimus' flung trailer flying at him. He raised his arm to brace himself for all the good it'd do. The trailer crashed into him and the Red Energon, causing the deposit to shatter into thousand pieces.

Fearstorm pushed the trailer off himself, looked around at the broken Energon, then transformed and flew off.

Optimus saw Miko chasing after the Red Energon-infused Dash.

"Miko! Climb down the crater get some cable from my trailer! I will capture Rainbow Dash!"

Miko seemed not to understand how he was gonna do that, but nodded and starte on the way down the crater.

Dash turned around and just stood there while Miko descended, perfect for Optimus' plan.

"Right...!" Miko exclaimed as she barely managed to push the trailer's back door open. The cable was thankfully close to the exit. After pulling it out, she turned around to see Dash still staring at her blankly.

"Rainbow Dash, I hope you can forgive me for this..." Optimus said.

Dash raised an eyebrow. "For what?"

Miko closed her eyes away and looked away, waiting for the thump she knew was coming.

WHUNFF!

Miko slowly pulled one eye open. The sight was less gruesome then she was expecting. It was downright comical, even.

Dash, her hooves all flaling, leaving red afterimages of herself as they struggled, her body pinned down beneath Optimus' wheel.

Miko giggled. She climbed out of the crater, and with Optimus pinning, binding her hooves together with the cable wasn't as hard it might have been.

Some time later, Miko and Dash were sitchuatied inside the trailer, hitched to Optimus as normally was in his vehicle mode.

Optimus activated his comm. "Ratchet, we require a GroundBridge to base."

There was a slight delay in the GroundBridge's appearance, but it appeared soon enough. Optimus drove through, careful not go fast, or he could send his trailer spinning through the base.

* * *

Now inside, Optimus made his trailer open before detaching from it. Miko dragged Rainbow Dash out by the cables. Arcee noticed her condition.

"Is Rainbow Dash okay?"

"Oh, please don't ask that-" Miko covered her ears.

"I'm-fine!" Rainbow answered, talking so fast that her words were blurred. "_Super-fine-fantastically-awesome-absolutely-fine-I -feel-like-a-million-bits-and-then-some!" _Miko covered Dash's mouth with her hand before the affliced pegasus could continue.

Optimus shifted to his robotic mode, then noticed a distinct lack of medi-bot in the base. "Where is Ratchet?"

""He left." Wheeljack answered. "Apparently an old buddy of Arcee's and his is here on Earth, and he went to go say hi."

Optimus couldn't but notice they still had their injuries. "I see Ratchet was unable to complete your repairs before departure. I will tend to them after I have addressed Rainbow Dash."

"You?" Wheeljack asked incredulously.

Arcee rasied a finger. "Don't laugh. I've seen Optimus work on 'bots. He's no subsitiute for Ratchet, but he does get the job done."

Optimus took Rainbow Dash into his hands.

"I've-got-the-touch-I've-got-the-power-Yeah!" Dash rambled, eyes spinning.

"Please. Stop. Talking." Miko begged, curling into a ball on the floor.

Optimus walked out and headed for the medical bay. There, he put Dash down on her back and pulled out what looked like a jumper cable out of a drawer.

"_Is-that-thing-safe? That-thing-doesn't-look-safe-are-you-sure-that's-s afe?_" Dash inquired.

"At ease, Rainbow Dash." Optimus instructed, placing his free hand on her to keep her body still. The cold steel was oddly soothing to Dash. "I know what I am doing."

The jumper-cable looking-thing was more of a pair of plies. Optimus grabbed the Red Energon with it and yanked it out.

"OW!" Dash screamed. "I thought you said you knew what you were doing!"

Optimus put the pliers down, the Red Energon still in them. "I do. My aplogies, Rainbow Dash, but I must leave you bound while we wait for the effects of the Red Energon to bleed out."

Dash groaned. She hated being restricted in her movement, but she supposed Ratchet would probably shish-kabob her if she broke _another _tool of his in a struggle.

Optimus returned to the main control room where Arcee and Wheeljack still where.

Arcee inhaled deeply, waiting for Optimus to start reparing her already. Optimus picked up the stylus Ratchet had put away and started tracing on her other side. After he finished that, Optimus went looking for materials and thankfully found the black brick he was looking for, and the hammer to go with it.

Wheeljack looked very uncomfortable at the sight of Optimus with a brick and hammer in his hands. "You're not going to use that on me?"

"Hold still." Optimus instructed stonily, playing the role of doctor perfectly. He grabbed Wheeljack's shoulder and started pounding the mortar in to replace the lost parts.

"This may take awhile..." Optimus said after Wheeljack's shoulder was still wounded, in spite of near-20 hammerings.

"WILL YOU KEEP IT DOWN?" Fowler yelled at them, turning away from the terminal.

Wheeljack and Arcee looked at him oddly.

* * *

"Rainbow Dash, Rarity, there should be no humans in the remaining coordinates. You will accomanpy me, Rainbow Dash, while Rarity will join Bulkhead in the equator."

"Equator?" Rarity questioned. "And why do I have to go with Bulkhead?"

"Yeah!" Bulkhead agreed, not keen on being teamed up with the pony who kept critizing his driving. "Why can't Miko come with me?"

Optimus looked around the base. "Perhaps it is because she is no longer present."

A quick look around confirmed Miko was not amongst them.

"Why should I have to go the equator?" Rarity whined.

"Your gem locatiing 'special talent' should prove useful in the equator's terrain." Optimus answered.

"What gem locating?" Rarity asked shiftly. "I don't have any gem locating-"

"Yeah you do."

"Be quiet, Rainbow Dash! I'm trying to get out the mission-" Rarity wondered what Optimus' reaction to her admitting that would be.

It was to lower his browplates and tap on Bulkhead's chest, causing a large portion to fold out like a drawer. Optimus pointed at the drawer. Evidently, Rarity was going to ride inside Bulkhead-in robot mode- as a punishment for her failed gambit. (though it was arguably more a punishment to Bulkhead.)

"Oooh!" Rarity lowered her head and walked towards Bulkhead. Bulkhead lifted her up, put her inside the drawer, and closed it.

"It's awfully spacious in here..." Rarity said from inside it. Bulkhead jerked oddly as he felt Rarity readjust herself inside his cockpit.

Optimus pulled the Bridge. "Be on your guard, Bulkhead."

"Will do, Optimus." Bulkhead saluted. "I'll prepare for tropical wheather, Wrecker style!"

Bulkhead ran through the GroundBridge.

* * *

Megatron's two-toed footsteps echoed across the room as he entered the Insecticon's room.

"_Who_ is the strongest among you?" Megatron growled.

"There is no greather strength then an Insecticon hive, but if you were to choose..." A deep, crisp voice answered.

An Insectcion departed from the ranks of the walls and landed behind Megatron, transforming. His robot mode was discolored, scars running along his body that were either grey or yellow, depending on the color of his body where they were, including his face.

"_I_ am Hardshell."

"You will retrive something for me, _Hardshell._" Megatron sneered. "...and do not hesitate to anniliate ANYTHING THAT GETS IN YOUR WAY!"

* * *

The equator was a part of the Earth that was in perfect symmerty with the rest of the Earth. Only on the equator could one find nowhere that wasn't in perfect symmetry of the rest of the world.

Hardshell and three of his brethen stepped out of their Bridge.

"Divide." Hardshell ordered them. "And do not hesitate to _conquer_!"

They all transformed, sqealing as they ran off into directions.

Bulkhead stepped out of the GroundBridge, lava and charred rock awaiting him.

"Uuugn!" Bulkhead groaned, waving his hand in front of his face to clear the smell. "Smells worse then the Decepticon barracks!"

"You're a jeep." Rarity said from within him. "How can you smell anything?"

"I'm also a Cybertronian." Bulkhead's head swiveld back and forth. "Hey, base. I think I've gotten the wrong coordinates."

"You're there, wrecking ball." Agent Fowler answered. "The coordinates are right where it says you are."

"Well, then the coordinates are wrong, because there's nothing here!" Bulkhead exclaimed.

A quiet buzzing noise caught his attention.

Bulkhead tensed.

"...But something's coming."

An Insecticon's squeal was Bulkhead's first clue to what was coming for him. Being slammed into cliffside, then hurled to the ground, was his second.

"Bulkhead?" Rarity yelled. "What's going on out there?"

"Nothing to worry about." Bulkhead answered as he got up to face his attacker. "Just a bug sent to do Megatron's dirty work for him."

Hardshell landed in front of him, and they started circling each other.

"You'd know a thing or two about dirty work, don't you, _Wrecker_?"

Bulkhead was taken aback. He didn't recall having met this 'Con before. Not one to be daunted, he shot his own question back at him. "Do I know you?"

"I know your kind." The scarred Insecticon hissed. "For I have terminated more then a few Wreckers in my time."

Bulkhead shook his shoulders, getting itchy for a fight. "Now, see, the thing about bugs your size..." he readied his arm-maces. "is they make a bigger mess when I SMASH 'EM!"

Bulkhead lunged at Hardshell with one mace rasied, but Hardshell stopped it cold in his claw, grabbed Bulkhead by the head with his other one, then stabbed him brutally in the chest.

"Urrr..." Bulkhead stumbled after Hardshell let him go, then managed a wild uppercut which knocked Hardshell out.

"Uuuooo..." Bulkhead shook his head. That hit was hard.

"B-Bulkhead?" Rarity weakly asked. "What happened?"

"Insecticon. One of Megatron's."

"C-could you drive for a little bit?" Rarity questioned. "I do believe the Insecticon got me as well. "

"Oh, um, sure, I guess." Bulkhead transformed and was able see Rarity in his seat through his dashboard.

A series of medium length crescent scars were curving along Rarity's...well, curves.

"Ohh!" Bulkhead exclaimed. "Sorry, Rarity. I didn't realize that bug was going to get you too."

"It's not your fault..." Rarity assured him while he started driving down on incline. Rarity didn't notice, but he was going more slowly then he would have had she not been injured.

"So, any ideas on where to find the relic?" Rarity asked.

"Got one. I was thinking it must've been carried off by an old lava flow."

Rarity was confused. "That would just burn it up, wouldn't it?"

"These relics survived interstell transport. I'm sure they can take-aw, scrap, I'm leaking Energon." Energon was dripping off underneath Bulkhead's tailpipe, leaving a trail of drips behind him. "Insecticon must've hit me harder then I thought."

"Do we need to take a rest?"

"Ah, probably just knocked something loose. Nothing to blow a gasket over."

* * *

The Insecticons, having attempted to contact Hardshell, but having received no response, they naturally traced his last location and attempted to find him.

The combined noise of thier wings was enough to rouse Hardshell from his unplanned nap.

"The Wrecker left me alive..." Hardshell noted as he pushed himself up.

"The last mistake he will _ever _make."

* * *

"Bulkhead?" Agent Fowler's concerned voice came over the comm. "You all right?"

"Whoa!" Bulkhead exclaimed. Since when do you care?"

"Well, when it was more then 10 minutes since your last snark, I got worried." Agent Fowler responded.

Rarity looked at Bulkhead's controls. "...Do you two, er, have something against each other?"

"No. Fowler's just a bot-sitter."

"I take offense to that!"

"Take offense all you want, momma's boy. I'm just getting started!"

"Will you knock that off? If you wanted to verbally spare with Mister Fowler, you should've stayed behind at the base!"

"Thank you, Rarity."

Bulkhead scoffed and deactivated the comm.

Rarity crossed her front legs and looked out the window. "Hmm...wait, Bulkhead, go back!"

"What?"

"I think I saw the relic!"

Bulkhead backed up a few wheel's worth, let Rarity out, then transformed, where an urn was stuck in rock pile.

"Good work, Prissy!"

"Thank you...and don't call me that!"

Bulkhead approached the urn and attempted to get the lid off, but it wouldn't move. When it refused to move again, and again, and again, Bulkhead got frustrated and just started banging on it with his fists, and later, his maces.

Rarity whinnied. "Really, Bulkhead? This urn came from _your_ planet. Shouldn't you know how to open it?"

Bulkhead huffed. "Well, let's see you do better!"

Rarity rolled her eyes, grabbing the urn in her magic. She twisted the lid and levitated it off.

"...I knew that." Bulkhead said.

"I'm sure you did, darling."

Bulkhead walked towards the urn, then recoiled at the sight of whatever was in it. "Scrap!"

"What's wrong?" Rarity asked, trotting closer to Bulkhead and the urn. "...and what is that delightful smell in this rancid waste?"

"I don't about the smell, but what's wrong is this cache of Energon."

Rarity raised an eyebrow. "That's enough to warrant all this Database and ejection into space nonsense?"

"This stuff is. It's called Toxic-En. It weakens us to the point of paralysis...and then, it extigishs our Sparks."

Rarity backed away. "Well, what are you waiting for? Get away from it! If it's that deadly, then the Decepticons would be moronic to take it, wouldn't they?"

"No..." Bulkhead said bitterly. "They'll want it ever more. During the War for Cybertron, Megatron figured out a way to refine raw Toxic-En. I saw an entire battalion wiped out in seconds. No way I can leave this stuff for the 'Cons to find and abuse!"

"Well, let's call a GroundBridge, then."

"No." Bulkhead shook his hands. "This stuff is way too toxic to risk exposing to the other 'Bots. I'm going to get rid of it the only way I know how."

"...And that is?"

Bulkhead looked skywards.

"I'm going to lob into the volcano."

Rairty looked up at the volcano Bulkhead was talking about, then turn back to him.

"Questions: didn't you say the relic survived the lava?"

"Those urns are sturdy things." Bulkhead said with a gesture towards said urn. "This stuff probably would have melted in reentry if not for the urn."

Bulkhead looked back at the urn.

"Hang on a sec...sitchuation's ripe for an old Wrecker trick."

"Everypony keeps talking about the Wreckers! Who are they?"

"They're my old unit I worked for before joining Team Prime." Bulkhead answered. "Wheeljack's still in there, too."

Rarity pursed her lips. "Mmh, so is it all Wreckers I dislike, or just you two?"

"It'd probably be all of them." Bulkhead approached the urn and pulled out the Tox-En, a tiny Energon cluster that was sickly green, with fumes cast off it.

"Bulkhead, what are you doing?" Rarity asked with fear. "I though you said that stuff was toxic!"

"It is, but we need to put some distance between us and the 'Cons." Bulkhead broke a chunk of the Toxic-En off. "We'll put this bit back in, along with a grenade. Sooner or later, the bugs are bound to come after, when they do...hubboom!"

Bulkhead dropped the smaller chunk back into the urn. (The larger one wouldn't have left enough room for the grenade.) pulled out a grenade from Celestia-knows-where and dropped it in as well.

"Now come on!" Bulkhead transformed, a network of cables sprung up and tied the Toxic-En to his roof. Rarity got in, and they took off driving.

"...Bulkhead?" Rarity asked delicately. "We're moving _away_ from the volcano."

"Exactly." Bulkhead responded while Energon dripped from his tailpipe.

As predicted, Hardshell and his little friends came buzzing after the relic. Bulkhead and Rarity had been long gone from the area.

The four of them landed in their robots, and the underling approached the urn. One Insecticon, daring to go ahead of the others, pushed the other two away.

Hardshell tensed... "NO! WAIT!"

The urn exploded, throwing the Insecticons backwards. The two on the sides got lucky, but the middle had Toxic-En shrapnel lodged into his throat.

Hardshell, recognizing the effects, put his arm in front of his mouth. "Toxic-En..." Hardshell activated his comm. "Lord Megatron, the artifact we seek...it is Toxic-En."

"_How much is in your possesion?" _Megatron demanded to know.

"None, my lord. The Autobot-"

"_Are you not _the fircest Insecticon!?"

Hardshell turned silent, then deactivated the comm. He saw the Energon leaks leading away from the urn. He approached one spot, knelt down, picked it up with claw, and tasted it.

"The Wrecker leaks from his wounds...yeeeesss. We go this way!"

* * *

"Left a false trail, huh?" Fowler asked, having rebooted the comm. "I remember when I had do that after I got seperated from my unit."

"When were you in the field?" Bulkhead asked disbelivingly.

"I wasn't always a bot-sitter." Fowler answered. "I was an Army Ranger. We could wreck with the best of them."

"Huh." Bulkhead remarked. "Who knew you and I were so alike..."

"Exscuse me." Rarity raised her hoof. "But I'm starting to feel something of a third wheel here."

"My bad." Fowler apologized sarcastiacally. "Let's talk about what's on your mind!"

"Thank you for the offer, Agent Fowler." Rarity said, ignoring the sarcastic part. "This is something that's been on my mind, but nopony has the gall to answer..."

"What's that?"

"_What is wrong with being sparkly!?_"

"It's girly!"

"Pray tell, what is wrong with that?"

"I, uh, it, well..."

"Give up, soldier." Fowler said. "You may be a Wrecker, but you can't win a fight with a woman."

"Thank you again, Agent Fowler." Rarity said, self-satifsied. She took a whiff of the air, then shook her head to clear her nose. "Hmm..."

"What?" Bulkhead asked.

Rarity started rubbing her hoof on his dashboard. "You know, Bulkhead, normally I'm not a big fan of the color green, but you...you somehow manage to make it work."

"Uh...thanks, I guess." Bulkhead groaned and shook like he hit a speed bump.

"Ooowwnh!" Rarity cooed. "What's wrong, Bulky?"

"It's this Toxic-En. It's giving me some serious lag...and you're talking really weirdly. You all right?"

"I'm fine!" Rarity giggled immaturely. "As long as you're with me, soldier!"

"Rarity, you're really starting to creep me out-" Bulkhead paused and hit his brake. The Toxic-En! It must be affecting Rarity like the other Energons had affected the other Ponies!

"_Hey, Bulkhead?" _Miko asked through the comm.

"_Miiikooo_!" Bulkhead scolded while Rarity started nuzzling his dashboard. "_I'm kinda in the middle of something here!"_

"_Yeah, yeah, that's fine. Just got a quiiick question for ya. What does Red Energon do?"_

"Red Energon?" Bulkhead replied. "It's a rare and sensetivie Energon variant, caused by a genetic mutation. Using that stuff in place of normal Energon makes us run better and stronger. Faster, too. A lot faster-" Rarity jumped out the door and nuzzling him from it, right in the open where Hardshell could've easily squashed her. "SCRAP! RARITY!"

"What is it, my metal mech?" Rarity asked.

"Get back inside! You're a easy target out there!"

Rarity quivered her lips. "But-but I thought I had a big, strong, Wrecker here to protect me!" she circled his door with her hoof.

Bulkhead signed. He transformed and mangaged to scootch Rarity up onto his foot. At least there, she wasn't vulnerable from the back.

Bulkhead started truding up the mountainside, but his pace was becoming slower and more sluggish with each step.

Scanning the area, he saw a rock that looked perfectly good for lying on. A nap sounded good right about now...not a long nap, just a quick nap to build up his strength real quick...it'll be short...

Bulkhead collapsed against the rock and went limp, his head rolling to the side as he groaned

Rarity looked up at her big strong Wrecker with concern. "Bulkhead? What's wrong?

"I can't do it...I can't go on."

"Nonsense!" Rarity said, waving her hoof dismissively. "You're my Wrecker. Doesn't that mean anything to you?"

"No..." Bulkhead replied with brutal honesty. "That's the Toxic-En talking...it doesn't mean anything at all..."

Rarity took offense to this. "Uh! Well, fine! If you don't apprecitae my company, then I'll just take my business elsewhere to somepony who will!" She jumped off his foot and started walking away.

"Uoogh..." Bulkhead was too disoritented by the Toxic-En to say anything...to even _think _anything about this. His head rolled around and around, and with a groan, he finally loosened his grip on the vile crystal, causing to ting against the groud.

The sound of the Toxic-En hitting rock bottom seemed to snap Rarity out of the haze it had put her in.

"Bulkhead! Oh my goodness!" Rarity rushed back over to him, putting her front hooves on his foot. "I'm so sorry, Bulkhead! Now get up!"

Bulkhead's body lied still.

"I said_ get up_, you worthless piece of scrap!" Rarity screamed at him. "Oh! Agent Fowler! Agent Fowler!" She banged on her earpiece.

"I'm here, Rarity. What's your status?"

"Bulkhead's unconcious, and I can't get him to respond!"

"I...can still hear you..." Bulkhead weakly told them.

"Bulkhead, get up!" Fowler yelled through Rarity's comm. "You and I both know you've had worse!"

"Not worse then this..." Bulkhead's head rolled again. "Not...even...Scraplets."

Fowler clenched his fist in the base. "All right, Rarity, I need you to repeat after me. Tell Bulkhead that-"

"There's a mission." Rarity said. "And a reason why you take the mission."

"Honor...duty..." Bulkhead deliourously finished.

"Family." Rarity finished, next adding a part that wasn't originally there. "You have to do this. For Miko, understand? If I don't come back to the base with you in one piece, who knows what she'll do to my mane!"

Bulkhead chuckled. The laughter from the joke seemed to give him the strength to get up, grab the corrupt Energon variant, and transform. He opened the door for Rarity, who merrily hopped in.

* * *

The Insecticon's footsteps pounded mercilessly against the rock terrian, following the trail of Energon.

"There is no logic to his movements. His trail is meant to led us astray." Hardshell griped. "To find the Wrecker, we must not follow..." But if it wasn't following, then what did they need to do?

Hardshell turned around, seeing the volcano. He chuckled.

"Hehheh...we must _anticipate_."

* * *

Bulkhead drove up the ledge of the volcano, finally passing the last obstacle in his way.

"Keep going, soldier." Rarity encouraged him. "You're almost there."

"WRECKER!"

Shrieking, squealing, and snapping their extra claws, Hardshell and his two cronies descended from the other ends of the volcano. Make that second-last obstacle.

"Give us the rock, and allow us to put you out of your misery!"

"...Gotta swat some flies." Bulkhead said, revving up.

The 'fly', in this case, Hardshell, swatted him instead. Bounding forward, Hardshell picked Bulkhead's vehicle mode up. Plunging his claw into Bulkhead's door, he tore it off and threw it-and Rarity- aside.

"Rarity!" Bulkhead yelled. "HHUYAH!" Bulkhead transformed himself free of Hardshell's grasp, then waved the Toxic-En in the Insecticon's face. The strong, sudden whiff disorientated Hardshell, allowing Bulkhead to knock him upside the head with his mace, sending him stumbling away.

The other two Insecticons, still at full strength, made thier way towards both of them.

Bulkhead grappled with the Insecticon that came after him, holding the Toxic-En to it's face.

"Fair warning: I'm contagious!" swinging the Toxic-En around, Bulkhead punched the Insectionc's lights out.

The other one went for Rarity and decided to play with it's food before eating. It stomped on her, forcing her into the ground covering her in the volcano's soot, then slashed at her body with the tips of it's claws, giving her more crescet scars.

"Hey!" Bulkhead shouted, pulling out another grenade. "Didn't your motherboard teach you not to play with your food?" He lobbed the grenade at the Insection, blasting it backwards.

Bulkhead rushed over to Rarity. "Rarity, are you okay? Say something!"

Rarity hiccuped. Then, when Bulkhead could get his audio sensors closer, it sounded like she was...crying.

"Rarity?"

Rarity sniffed, wiped the tears from her eyes, then turned around. A sharp, bone-like protrusion was in the curl of her hoof.

Her horn.

Her horn had been severed by Hardshell's blow. What was left on her head was bleeding from the top where it been seperated, trickling down her face and mixing the blood with her tears.

"Oh, Rarity..." Bulkhead apolgozied. "I'm so sorry."

"I-i-it's not your fault." Rarity assured him through her soaking face. "It's fine, really...even-_even though I'll never be able to do magic again!" _

Bulkhead absentmindedly flicked the Toxic-En into a lava pit. The hiss and sizzling that followed confirmed it been destroyed.

Bulkhead got a little coser to Rarity and knelt down. "I'm sorry. If I had been quicker, maybe I could-"

Hardshell ran up behind stabbed his claws into his back.

"AAAGH!"

"I may have lost the relic..." Hardshell noted as he jerked his claw out. "But Lord Megatron will surely forgive my failure if I terminate you, _Wrecker_." Hardshell belted him to the ground. The scarred Insecticon then started kicking him, slashing him, and just in generally beating him up. Bulkhead grunted and groaned the entire way through the bloody experience.

"Your Spark is mine, _Wrecker_."

Rarity bolted forward. "NOOOO!"

Bulkhead squinted his opics shut, awaiting for the end.

...But it didn't come.

Opening one eye slightly, Bulkhead could see Hardshell's arms clasped together, raised to deliver the final blow, held up only by...

Rarity's magic.

"Rarity? I thought you said you couldn't do magic!"

"I THOUGHT I DID, TOO!" Rarity screamed, the stump of her glowing crazily, and her eyes...her eyes were glowing the same color as her magic. Bulkhead stared in amazement.

"WELL?" Rarity demanded. "WHAT ARE YOU WAITING FOR, AN INVITATION? _PUNCH HIM_!"

"Right!" Bulkhead got up and rocketed his mace into Hardshell's face, smashing one of his larger manidibles off and sending Hardshell plummeting into the same lava pit Hardshell had been dropped into.

The mandible stabbed itself into the ground.

Rarity approached, picked it up with her mouth and draped it over her neck. "An eye for an eye...or mandible for a horn. Same difference!"

Bulkhead smiled. "You know, I think I could beat a Wrecker out of you..."

Rarity shied away. "Whhaaaat?"

"Yeah, I don't believe it either, but I think a good beating or two, or forty...and you'll have to get over that thing with getting dirty, and we'll manage-"

Bulkhead collapsed onto his back, unable to stand with his injuries any longer.

"Bulkhead!" Rarity ran around him to his head. "Bulkhead! Bulkhead, speak to me!" Rarity bit her lip, trying to think of a course of action.,

"Agent Fowler! I need a Bridge!"

The GroundBridge opened up behind her. Rarity gripped Bulkhead's head in her magic and started dragging him through the Bridge, tugging on him in her magic grasp.

The slow of hum and whir of energies as she slowly traversed the GroundBridge were like a funeral dirge, slowly lulling her to her death knell. Pulling Bulkehad was taxing. He was heavy...but she couldn't stop. She couldn't give up.

Not until her Wrecker was home safely.

It took some time, but she finally manged to pull throught the GroundBridge's other end. She ignored whoever it was that was trying to greet her as she entered the base.

Scrape after scrape after scrape later, Rarity could finally let go.

Bulkhead lied down on the floor, inactive and his chest sparking from where Hardshell had torn the doors off.

She walked up to Bulkhead neck and buried hers in it, nuzzling him. Cradling him.

"You did good, soldier. You did good..."

Rarity felt her eyelids become too heavy to keep alift any longer.

She couldn't hear Fluttershy's concerned questioning...and seconds later, her screams of the same.

* * *

**Author's Notes For "Tinker Tailor Gamer Spy Part 3"**

**Credit to 'Azure Dragon of the East' for the idea about Dash going after the Red Energon. Orignally, something else in the Red Energon's place, but his idea was so funny, clever, and unobtrusive to the plot that I just had to include it.**

**The exchange Dash and Miko have just after the former saves the latter is also partly taken from him. (It was changed slightly from his original suggestion, but it's still the same conversation in _spirit_.) I hope he likes the end result!  
**

**Also, for the record, I have no problem with whether Optimus Prime can combine with his trailer or not. I just thought people would laugh at the dig.  
**

**"Toxic-En" is the "Tox-En", named such here...becauise "Tox-En" is a stupid name. Tox-En, Toxin, Tox-En, Toxin, AHAHAHA I see what you did there, _Prime_ writers! Hilarious! **

**(_Not._)  
**


	13. The Impossible Knot

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

_Previously on Friendship Is Magic: Prime..._

_"...Wait...you two and the human are up to something, aren't you?"_

_"I'm fine, but I need to find a way...to combat...the human factor."_

_"We do!" Pinkie answer. "So, will you give it to us, please?"_

_Soundwave transformed and jetted off, the relic in two of his tentacles._

_"I could do that." The boss answered. Then he pulled out a gun on the two of them. _

_The trailer crashed into him and the Red Energon, causing the deposit to shatter into thousand pieces._

_The scarred Insecticon hissed. "For I have terminated more then a few Wreckers in my time."_

_Her horn had been severed by Hardshell's blow_

_Rarity felt her eyelids become too heavy to keep alift any longer._

* * *

"Uuunnnnhhhhuh?" Rarity groaned as life slowly crept back into vision. Fluttershy, Pinkie Pie, Applejack, and Rainbow Dash were all staring at her. They had been keeping tabs on their mangled friend in the event something happened.

"Girls?" Rarity could barely find the strength to ask. "What's going on?" she attempted to get up, and felt something crawling along her back. "Ah! What's on my back!?"

"Ratchet called it a 'fracture holder'." FLuttershy answered softly. "He said it would keep from you being paralyzed."

"Paralyzed!?"

"Wut can we say, Rarity? Y'all took a beatin'." Applejack stepped forward closer and unveiled something in her hoof. A white spiraling conical thing. "We, uh...we went back out and got y'all's horn. Ya know, jus' in case ya wanted it."

Rarity frowned, popping her neck up slightly to look at the broken remnant of her most precious appendage. Oddly, she couldn't bring herself to cry about it for some reason.

Shaking her neck to rid it's stiffness, Rarity felt like something was...wrong.

"Where's my trophy?" Rarity demanded.

"Huh?"

"Where is Hardshell's mandible!? It was on my neck when I came in!"

Fluttershy pointed over the railing. "Raf's guarding it."

Rarity relaxed slightly, but there was still something scrambling in the back of her mind. Remembering it, Rarity jumped off the table she was on and started frantically scouring through the base.

"Where's Bulkhead!?"

"Med-bay. Miko's already gone to see him."

Rarity bolted down the stairs and headed straight for the bay. Once in there, she could see Miko kneeling and crying on the floor just a few feet from the entrance. Ratchet and Optimus were standing opposite guard on Bulkhead's sides.

Bulkhead himself was propped upright on a cranked-upwards Autobot-sized table. See-through tubes were plugged into his shoulders and stomach, feeding Energon to replace what he had lost. A variety of screens showed various different measurements of his vital signs.

When Rarity drew up to Miko, the guitar player sniffed and turned to her.

"If-hueen-If I hadn't gone with Optimus..."

Rarity gave her a hug and pulled her close. The unicorn nuzzled her and started stroking Miko's hair. "There was nothing you could've done against Hardshell."

"Who?"

"Some...Insecticon. Don't worry, me and Bulkhead took care of him."

Miko sniffed. "Are you sure?"

"Yes."

Miko didn't believe it. She wanted to. She desperately wanted to, but she got...she got some sort of _vibe_.

Rarity and Miko both took another sad look at Bulkhead, the both of them, being so different and contrasting in personalty and thinking, united in one over the condition of the Wrecker they had shared unforgettable experiences with.

* * *

"REEEEEEEENNEEEEE!"

Hardshell's claw, black as coal, pierced the lip of the volcanic vent. The rest of him climbed out soon afterwards. If the Insecticons hadn't look demonic enough before, Hardshell seemed outright hellish now. His green parts had been scorched black, his yellow and orange bits heated to the faint orange of select cheese. His scars were now red, and steaming with heat.

Hardshell tensed his claw and looked upwards at the moon bearing down on the equator. The area was cooler in night, but that meant little when it was already blistering hot.

Hardshell curled his claw into a fist, and shook at the moon, screaming the name of the one Wrecker whose name was on the list of Wreckers who had scarred him with_out_ also being on the list of ones he terminated.

"RAAAAAAR-AAAAA-TEEEEEEEEEEEEEEEEE!"

* * *

_"In the end, he realized that the complicated problem of the knot could not be untied. So he cut it."_

**Friendship Is Magic: Prime: Act III**

**Chapter XIII: The Impossible Knot**

**Episode Synopsis: Twilight's outside-the-box approach to getting revenge on Graham may just be the solution Rarity needs to save Bulkhead.**

* * *

Knock Out, Breakdown, Dreading, Hardshell, Soundwave, Fearstorm and a Tank Vehicon all stood in a line on the bridge, awaiting to their turn to report the outcome of their missions to Megatron.

Megatron approached, walked around the side of the line, then 'descended' the line, starting with Knock Out, and ending on Hardshell.

"Were you successful, Knock Out?"

"Yes my liege." Knock Out said with a bow, prying the device off his chest and presenting it to Megatron. "I'll think you'll be quite pleased with Breakdown's and mine's finding."

Megatron picked up the device and examined it. "A phase shifter...this could come in handy." Megatron gave Knock Out the phase shifter back and walked to Dreadwing. "Tell me, Dreadwing, what have you brought?"

Dreadwing seemed reserved about answering.

"_Well?"_

"Nothing, my lord." Dreadwing hung his head. "I was unable to prevent Twilight Sparkle from acquiring the Apex Armor."

Megatron's head started to rattle in frustration.

"But rest assured, master!" Dreadwing quickly said, trying to keep Megatron's temper. "She now lies at the bottom of the ocean beneath tons of Arctic rock."

Megatron's head stopped shaking, but he seemed disbelieving of something. "You are certain Twilight did not survive?"

"Tons, my lord. Tons." Dreadwing reminded him.

Megatron lurched forward, bring his and Dreadwing's face too close together for the Seeker's comfort.

"Tell me, Dreading, did you feel Twilight Sparkle's body? Did you run your fingers over her cold, unbreathing carcass?"

"...No?"

"Then she IS NOT _DEAD_!" Megatron gave a punishing blow to Dreadwing's wing, making him stumble.

"Fearstorm." Megaton growled. "Have you followed Knock Out's successful lead, or Dreadwing's failed footsteps?"

Fearstorm chuckled. "I discovered a cache of Red Energon at the relic's coordinates. Optimus Prime shattered to pieces..." Fearstorm reached behind himself and presented a claw full of red crystal dust to Megatron. "But I dare not return empty-handed."

"Hmm." Megatron snorted. "This small a trace of Red Energon is useless...unless we were to somehow unlock the secrets of it's mutation. You have done well, Fearstorm."

Megatron moved from Fearstorm to Soundwave without giving him a beating.

"What of you, Soundwave?"

Soundwave held out the backpack he had retrieved from the mob boss' apartment. Megatron grabbed it and squeezed, causing to transform. Panels revealed, and a pair of cybernetic-implements that seemed shaped after a crab's claw popped up over it.

"A set of Galva-conductors. Excellent." Megatron gave Soundwave the backpack and proceeded to the Tank Vehicon. "And you?"

The Vehicon signed. "My unit was unsuccesful. The human doctor overwhelmed us with the sheer number of his sentries."

Megatron didn't look amused. After giving the Vehicon his own slap of punishment, he went for Hardshell.

"So, Fiercest Insecticon, have you returned with a relic or with an excuse?"

"I have no excuse, my lord." Hardshell apologized. "I was unable to secure the relic. But the green Autobot has been...hehheh...terminated."

Megatron's browplates arched upwards.

"Oh, really?" Knock Out asked, dubious. "It has been a while since anyone around here's terminated an Autobot."

"That is because it has been a while since an Insecticon warrior has been afforded the opportunity to do so!" Hardshell growled.

"Enough!" Megatron commanded. "Hardshell, are you certain the one called Bulkhead has been extinguished?"

"By my very own hand." Hardshell boasted. "The Wrecker-Unicorn denied me the pleasure of the finishing blow, but I had already felt his Spark on my claw." Hardshell raised his middle claw for emphasis. "Unlike some, I do not leave the destruction of my enemies to _chance_. He will be dead by the end of the day, I guarantee it."

Before Dreadwing could get offended at the slight, Megatron chuckled.

"A phase shifter, Galva-conducters, trace amounts of Red Energon, Twilight Sparkle with the Apex Armor, and an Autobot down...all in all though, it has been a _very _productive day. HA HA HA HA HA HAH HAAAAAAA!"

* * *

Arcee walked into the room, where Rarity and Miko had yet to move from their post, stuck there like statues.

"Wheeljack wants in." Arcee informed Optimus.

Optimus held his hand out, signaling it was all right. Arcee moved to let Wheeljack aside. He was careful not to step on the girls.

"So, who did it, huh?" Wheeljack demanded. "Who put my pal on the bedside table?" He pounded his fist into his palm.

"For the time being, Wheeljack, I believe it is more important to focus on Bulkhead's recovery, rather then revenge." Optimus answered stoically.

Wheeljack shook his fist, scoffed, transformed, and drove out of the room. He was a little less careful about watching Miko and Rarity this time.

Ratchet raised his head up over Bulkhead's table to Optimus. "Wheeljack will mostly like do something rash, you know."

"I believe there is not much we can do to stop him, even if we wanted to." Optimus mourned.

After the sports-car left, Agent Fowler appeared in the doorway. "Pentagon needs me to go run some interference. Highlights of Applejack's New York adventure made their way online."

"Go where you are needed, Agent Fowler." Optimus told him. "There is nothing more you can do for Bulkhead at this time."

"Keep me posted, Prime." Fowler requested as he left. "I mean it."

Miko got up from the floor and started walking out the room.

"Miko?" Rarity asked delicately. "Where are you going?"

"Home." Miko answered. "While Agent Fowler can still give me a lift."

Rarity did a horse's whine at her departure, then trotted up to Bulkhead's comatose foot, which was reaching the ground, and cuddled it.

"It's funny, really." Rarity noted. "Just as you and me are starting to finally, finally get along, this happens. I suppose that's just the way the cookie crumble, hmm, Bulk?"

"Rarity," Ratchet said. "Bulkhead can't hear-"

Optimus grabbed Ratchet's shoulder and shook his head at him disapprovingly. Ratchet, taking the hint, sagged himself out of Optimus' grip and pretended to work on something complex, but he was just pushing random buttons. After a few minutes of this, he quit and try to gesture Optimus out the room where they could talk without Rarity hearing them.

"What is it, old friend?" Optimus asked as they both tromped outside.

"It...it's Bulkhead. His injuries are severe. His Spark's been punctured." Ratchet answered.

Optimus clasped Ratchet's shoulder. "I know you will do everything in your power, old friend."

"I will, Optimus." Ratchet reaffirmed, then looked back at Bulkhead. "...But I fear it may not be enough."

"Mmm." Optimus looked back into the room as well, where Rarity had scaled Bulkhead and curled around herself in a ball to lie on his chest. She could've gone to sleep and Ratchet be unable to tell the difference.

* * *

Beautiful clear blue sky all around him, and Wheeljack couldn't enjoy it in his ship. Now that he would anyway. Admiring the scenery wasn't really his thing.

Swerving his ship to the side, Wheeljack heard something tumble. He looked over his shoulder to see Miko on his hands and knees in the back.

"What are you doing here, kid?"

"Looking for the 'Con who hurt Bulkhead." Miko answered, getting up. "You in?"

Wheeljack scowled. "Forget it, kid." Wheeljack started pushing in commands to his ship's controls. "I'm taking you back to base."

"Wait!" Miko protested. "Bulkhead's my friend, too!"

"Listen, kiddo, old 'Bulk's too stubborn not to pull through. And as soon I find out which one of Megatron's goons did this to 'im-"

"I know who did it." Miko interrupted.

Wheeljack turned towards her. "Who?"

"Take me, and I'll tell you." Miko said slyly.

Wheeljack grit his teeth. A _tink-tink-tink_ distracted him from answering. "Now what?"

Rainbow Dash was knocking on the front screen of the Jackhammer.

"Oh, for the love of-" Wheeljack shook his head. Pushing a button on the controls' underside, he pointed with his thumb over to the side of the ship.

A small circle in the ship's wall folded into triangles, allowing the rainbow pegasus entry inside.

"Whew!" Dash exclaimed. "Thanks. It was getting windy out there."

"What are you doing here, sports fan?" Wheeljack drilled her. He was starting to really dislike all the uninvited guests on his ship.

"I'm here to find the 'Con who broke off Rarity's horn!" Dash beat her chest. "You two can either help me, let me tag along on the hunt _you're_ on, or I can utterly wreck you both and just take the ship."

Wheeljack guffawed, amused by that Dash thought _she_ could 'wreck' _him_. "You know what, sports fan? I like your style. You can tag along."

"Yes!" Dash pumped her hoof into the air.

"Now, who did you say it was again, kid?"

* * *

"You should've seen the look on the Wrecker's face when his Spark was damaged beyond repair!"Hardshell boasted as and his two underlings paced along the hallway. In the corner of one, two car Vehicons were standing there absently.

"Hopefully now Lord Megatron realizes that the difficult tasks are best left to _true_ warriors."

The two Vehicons started muttering insults.

"Scavengers."

"Pit-bound scrap eaters."

Hardshell stopped, hearing them, then turned around. "What did you say?"

"Uuugh!" Knock Out groaned while Breakdown smacked away at his body with a rotary buffer. "I'm glad you're around, Breakdown. You're a maestro with a rotary buffer."

Breakdown blushed Energon. "Aw, it's nothing..."

Thumps and clangs started coming from outside the room. Breakdown and Knock Out looked at each other.

The Vehicon who had started the insults was flung against the door to Knock Out's room, which opened just after he slid to the floor.

"What is going on out here?" Knock Out demanded, Breakdown behind him.

Hardshell having already started his lunge at the Vehicon, he came charging at the two of them with his claw raised.

"DAAAH!" Knock Out and Breakdown yelled as Hardshell rammed them both.

* * *

"All right, everypony..." Twilight Sparkle instructed as she entered the Harbinger's GroundBridge control room, still clad in her Apex'd-out Morbot. "How'd things go?"

"Mission unsuccessful." Several MECH agents, Morocco amongst them, answered.

"Really? Nopony managed anything? Did at we least keep the Autobots from getting anything?"

"To an extent..." Starscream murmured.

"Ah, well." Twilight fiddled with her Morbot's controls, eventually causing the Apex Armor to deactivate and reduce to it's normal compact disc-form. The Morbot held the disc in it's claw while Twilight teleported out and onto the ground.

"Now let's-AAH!" Twilight froze, her body wracked with pain from an unseen source.

"Twilight?" Starscream asked. "Are you well? What's going on?"

"I...I don't know." Twilight fibbed, her eye towards the Armor's disc. "Anyways, let's put this thing away."

Twilight, Morocco, and the Morbot all went to a store room in the Harbinger. Twilight found something unsettling there. It was giving her chills.

"What is that?" Twilight asked, pointing upwards a huge tool hanging from the ceiling by huge black chains wrapped around it, making it swing back and forth like a wind chime.

"That?" Morocco repeated. "That is the object you instructed us to acquire from Megatron's clutches, Twilight Sparkle."

* * *

Megatron rested on the command chair of his ship, happy and content in his victory.

Soundwave came into the room, and Megatron scowled. He could tell whatever Soundwave was going to 'say' to him wasn't going to be pleasant.

"Soundwave, this ought to be a grave matter for the aura of wariness around you..." Megatron quietly said. He turned to face Soundwave's face-screen.

Footage from the recent siege against his warship played on Soundwave's face.

"What?" Megatron asked, unable to see what the problem was.

Soundwave paused, then rewinded.

Megatron narrowed his eyes. Was that what he thought was? No, no...no...By the AllSpark, NO!

"We...we..." Megatron stuttered. He slumped against his chair. He buried his head in face.

"We have lost the Forge of Solus Prime."

* * *

Twilight's head remained tilted upward, staring at the huge hammer far longer then Morocco thought was necessary.

The hammer was so huge it could've been the toy hammer of a Bruticus-sized playset. Gold bands were on the rims of it's hammer head and the bottom of it's pole. Closer inspection revealed the presence of gears inside the hammer head, and a ring of outward-facing spikes were collared behind the hammer's face.

So this what was causing her all that pain...Twilight didn't know why the Forge was hurting her; just that it was, and that it and the Apex were of the same ilk. How she knew that, she didn't know.

"It's pretty big..." Twilight noted. "...What is it?"

"I have not the faintest idea." Morocco replied in his sneery drawl.

Twilight looked from the hammer to a pedestal on the other side of the room, where a weapon that was bigger then she was, but small for Cybertronian standards, was perched. It split into two barrels at the end, each rectangular shaped.

"What's that thing?"

"That?-!" Morocco replied. "That is...that's, um..."

"Morocco..." Twilight said dangerously. "Did you lie to me about getting the relic?"

"Of course not!" Morocco insisted. "What reason could I have for doing that?"

Twilight drew hers and Morocco's faces together. "_That_ is an excellent question."

Twilight let Morocco have his personal space back, then walked out of the room. She nuzzled an agent on her way out, which made him all kinds of confused.

Meanwhile, in another room, Adam, watched by Novo was using his personal laptop. A sleek silver machine with an hissing cobra tamographed onto it. Given all the technology he now had his disposal- cloning machines, GroundBridge, old Decepticon science files- what could he want his old laptop for?

The news, of course.

"Hmm...interesting..." Adam mused to himself. "Apparently a Las Vegas crime boss known for his interest in old collectibles, and his girlfriend-bodyguard have been killed this afternoon...autopsy reports indicate they were killed swiftly with a large, thin sharp instrument...his thugs came forward and said earlier today their boss put a target on the head of a talkative, candy-hair pony..."

"Hmm..." Novo said.

Twilight Sparkle and Starscream went along the halls of the Harbinger, Twilight using her wings to stay at eye-level with him.

"What is that thing that Morocco brought with him?" Twilight wondered out loud.

"Who knows?" Starscream lamented.

As they walked, they came across a computer terminal. The cobwebs on it suggested it still hadn't been cleaned, despite how long the Harbinger had been repaired.

Twilight used her magic to clear the webs, then booted the machine up, revealing some very peculair items on the screen. "Starscream, could you take a look at this, please?"

Starscream approached the terminal. "Interesting...Decepticon Audio Logs. Not just any Logs, either. Ones from their scientests. Why, there's one here from me and Shockwave- and even Thundercracker!"

Twilight raised her eyebrow. "Who's Thundercracker?"

"An old friend of mine." Starscream replied with a smile, reminiscing. "He was a chemical warfare expert."

"What happened to him?"

"What happened-oh. Nothing, really. He was dispatched to some remote corner of the galaxy or another. Rest assured, Twilight Sparkle, he'd have called if he needed something." Starscream took another glance at the screen. "I wonder what they say...I don't remember what I recorded..." Starscream pushed a button, which caused the logs to start playing. Images were displayed the screen to match. The first one was a giant circle that seemed like a modified version of the GroundBridge terminal in the Autobot base.

"_Shockwave's Log Number three-eighty-nine:" _A recording of Shockwave's voice began playing. Twilight seemed displeased to hear it again. "_Space Bridge technology has long since been lost, or so Autobot and Decepticon alike believe. When the Great Exodus began, many were befuddled that I stayed behind: Surely one of Megatron's most trusted officers deserved to find a new home with his fellows? This is not the case, oh no. The question is surely one of Cybertron's most brilliant minds can take the first step to restoring us to our former glory. I will be that brilliant mind. I have found ancient glyphs deep underground, below even the Insecticon hives that depict how the Cybertronians of the Golden Age used their Space Bridges. What they were for...why they used them...and most importantly, how they work..." _

Before Twilight could inquire Starscream as to just what a Space Bridge was, the next Log began playing. This one showed...the thing Morroco had aquired.

"_Thundercracker's Log. Identification number; 0-0-8-7-9." _Thundercracker's voice sounded rather crackling, like electricity was in his voice as he spoke. _"I do not like being reassigned from my chosen field of chemistry, yet this is what Lord Megatron desires. He has tasked me with harnessing the raw, unmitigated power...of sound. While my chemical skills are vast, I cannot help but feel like a Circuit-Su master flung into a Metaliko tournament, but I have pursued my task diligently. To this end, I have created the Resonance Blaster: A gun that shoots off ultrasonic waves from it's two prongs, it will be an excellent contribution to the Decepticon cause_."

Once again, the next log played before Twilight could ask any questions.

"_Starscream's Log Number 186; On Dark Energon: There was a time, once, that I would rather go offline before I allowed my fellow Cybertronians destroy themselves with it's usage. That time was gone the moment I met Megatronus. He was able to control the Dark Energon- to contain it. To bend it to his will. I was impressed. I allowed him access to the stores I had been tasked with guarding. After much study and many tests, I have found Dark Energon to have the drawbacks I feared...and many benefits I couldn't have dreamed it would have in my darkest nightmares. But do the gains outweigh the risks? Megatronus certainly thinks so. After a certain amout of time, the Dark Energon begins to turn pain into pleasure, rendering blows useless...time will tell what else the Dark Energon may bring." _

Starscream grimaced and flinched, fearful that his log may have let something slip to Twilight that jeopardized his standing in her optics.

Twilight didn't have the reaction Starscream was expecting. Her eyes were locked on the screen. She flew down to the keyboard and pressed the button Starscream had.

"_Shockwave's Log Number three-eighty-nine..."_

* * *

Dash, Wheeljack and Miko all crept along a rock-side.

"There." Wheeljack pointed at a cave some distance away.

"You know where to find Decepticon mines?" Miko asked in surprise.

"What, you think I just been rolling around this whole time?" Wheeljack responded. "You two are smaller then me, and can run reconnaissance better." Wheeljack jerked his head, gesturing for them to get on.

Miko climbed onto Dash's back. Dash lowered herself and moved as stealthily as she could to the inside of the cave where a bunch of Miners where doing their thing, watched by some Vehicons overhead.

Rainbow dash snuck into the cave easily enough, but she wasn't watching her step and and ending up making a clack with her hoof on the edge of a stray Energon shardlet.

The Miners attention was caught immediately.

"Scrap!" Dash and Miko both swore.

Wheeljack crossed his arms, wondering what was taking his two spies so long.

Dash came galloping out of the cave, pursued by lasers all around, Miko bouncing on her back.

"WHEEEEELLLJAAAAACK!"

Wheeljack drew up his faceplate and swords. "So much for the element of surprise."

* * *

"I do not understand your despair, Lord Megatron." Dreadwing said. "Twilight Sparkle is not a Prime. We have nothing to fear from her possession of the Forge."

"No." Megatron answered. "Twilight Sparkle is unaware of it's true nature..."

"Unless Starscream informs her of it."

"Starscream knows NOTHING of the Primes and their tools!" Megatron bellowed. "Twilight Sparkle will take the Forge into battle with her, believing to be a mere hammer! There is no doubt in my mind that somehow, _some way_, the Autobots will wrest it from her in the heat of combat, and THEN Dreadwing, _we will have something to fear_! Optimus Prime will have an mobile weapons factory at his disposal! He could build a ship to rival the _Nemesis_ in power out of whatever scrap he finds in a human junkyard!"

Dreadwing curled his fingers, a nervous expression on his face.

Megatron raised up to scold up. " Dreadwing! Is there something on your mind?"

"...Twilight Sparkle has challenged Optimus more then once, my lord. Perhaps if we were...to message her of the threat the Forge' poses-"

"And how, Dreadwing, do we do that without informing her of it's near-magical properties!?"

"Lord Megatron!"

Megatron and Dreadwing turned to see Knock Out approaching, Hardshell's group following behind him.

"The Insecticons are out of control!" The medic screeched, claws in the air. "Look what they did to my paint job!"

"Spare me the theatrics, Knock Out." Megatron sneered. "It's merely a scratch."

"Oh, but this is hardly about _me_, Lord Megatron." Knock Out added coyly. "The Insecticons are causing dissension in the the ranks! They should be confined-restrained, even!"

Hardshell scowled. "You could not make restraints strong enough to contain us!"

"Lord Megatron..." A green Vehicon piloting the ship said. "Incoming distress signal from mine TVC 15."

Megatron turned his back on Hardshell and Knock Out. "What seems to be the problem?"

"Unclear, sir." The Vehicon scooted his chair away to make room. "The caller will speak only to you."

Megatron walked over and pushed the button. "What is your status?"

"_Pretty sweet operation you got here, Megatron._" was the reply. "_Though you might say it's under new management._"

"Wheeljack." Megatron noted, bemused. "The one who enjoys explosive devices."

"_What can I say? I'm a rebel. Now you listen here. I'm going to blow the mine._"

"The loss of one asset is hardly a blow to the Decepticon cause."

"_Maybe, but I'm going to keep blowing them until you hand over the 'Con who tried to frag Bulkhead._"

Megatron didn't look displeased. He didn't seem upset. If anything, the unbending steel of the Decepticon Lord looked...distraught.

"...Tried?"

"_Oh, and Megatron?_" Wheeljack asked. "_Just in case you've ever wondering what three tons of exploding Energon sounds like..._"

The comm was overrun with the sounds of explosions as the Jackhammer launched torpedos underneath itself at the mine. Inside the Jackhammer, Wheeljack didn't notice Miko taking an express note of the button he pushed.

"I had been wondering if the sound of three tons exploding was different from the sound of two exploding." The Vehicon said with his claw on his chin. Megatron raised his browplate at him, then returned to Knock Out and Hardshell.

"Hardshell...the green Autobot lives."

Showing just how much sway Megatron had over his shoulders, the fierce Hardshell meekly stepped back. "Master, the day has not yet ended! He _will_ be dead! I swear upon the AllSpark!"

Megatron squinted at him. "Then you owe me a Spark...and if it's not the one belonging to Bulkhead, it HAD BETTER BE WHEELJACK'S!"

* * *

The_ Jackhammer_ whirred by and over to the entrance to the valley where the next mine lay.

"The next mine is here." Wheeljack said. "Sports fan, you're with me. Kid, stay on the ship."

"What?"

"Listen..." Wheeljack said as he stepped towards the door. "Bulkhead's gonna wake up, and he'll file off my rivets if you're not there to greet him when he does. If anything goes wrong, hit the autopilot. I've programmed it to take you back to base."

Wheeljack transformed with Dash begrudgingly taking roost in his driver's seat, and drove out into the valley with his sports-car wheels screaming as they were put to work off-terrain.

Shrieking, Hardshell came charging out of the cave entrance just as Wheeljack was about to enter it. The coal-black Insecticon slammed his foot into the ground, sending Wheeljack's car-form spiraling with a shock-wave.

Wheeljack let Rainbow Dash out and converted back to robot mode. The Wrecker reached for his grenade and flung it at Hardshell.

Hardshell leaped, then batted the grenade out of mid-air, then rushed Wheeljack, rocketing towards him and slamming his claw into his shoulder, piercing it with his claws.

Dash went for the grenade, but Hardshell aimed his arm-blasters and blew her away from it.

"Thanks to your crippled friends, I am all too familiar with your Wrecker tricks." Hardshell snarled, then hurled Wheeljack a good distance.

"Oh sure, buddy!" Dash remarked. "Rub it in!" She aimed her rifle at Hardshell's face and shot a bullet straight to his visor, causing a crack in it's side and removing Hardshell's peripheral vision. Someone who made a name for himself through terminating Wreckers had scraped their way out a fight with worse injuries.

"Talk during battle is a sign of weakness." Hardshell hissed at her, turning to face her.

"Only when you're not smart enough to do two things at once!"

Hardshell lunged for the pegasus and stabbed the tip of his claws straight up her chest, before she even had time to scream in pain, Hardshell picked the pony up off his claw like a ripe grape and lobbed her at Wheeljack. She landed upside down against his head, which disoriented him. Dash's unconscious body slid down his chest before just dropping to the ground.

"DASH!" Miko screamed, face pressed against the Jackhammer's window.

Hardshell squealed and jabbed his claw into Wheeljack's chest so hard a huge cloud of dust billowed around them in a circle. Then the Insecticon slammed his claw in again, producing an even larger cloud.

"WHEELJACK!" Miko's fingers curled against the window for a moment before she decided to quit watching and start doing. Climbing up on the armrest of Wheeljack's chair, her finger was poised and ready to hit the autopilot. At the last minute, Miko's finger traced the air over to the button adjacent to it.

"This is for Bulkhead."

Miko pushed the button.

Torpedos came whizzing out of the Jackhammer that aimed straight for Hardshell despite their somewhat whimiscal flight path. The torpedos carried Hardshell on them until they hit the walls of the valley, gray smoke obsurcing Hardshell's destruction, but the rather disgusting sounds of metal shearing was all the confirmation Wheeljack needed.

"Mmmhhh!" Wheeljack grunted, trying to stand and picking Rainbow Dash up by the scruff of her neck. He looked at his ship. "You did all right, kid. You did all right..."

Wheeljack limped towards his ship, but stopped abruptly at the sound of Cybertronain footsteps.

Damn near every one of Megatron's Insecticons were approaching the valley's cliff edge.

Wheeljack didn't need Miko's screaming to suggest to him he should probably leg it.

The transformation sound played over and over again as the Insecticons all converted to their vehicle modes to pursue him.

Wheeljack burst into the door of his ship and flung Dash against the spare chair before taking up his pilot's seat.

"Thought I told you to hit the autopilot."

"Bad things happen to 'Bots when I leave their side." Miko told him sadly.

Wheeljack quickly urged his ship into lift-off and flew it away, back towards the way they had came, but the Insecticon horde was hard to miss even without the use of whatever passed for the Jackhammer's review mirror.

"There's too many of them to pick off." Wheeljack grumbled. He pushed the autopilot, left his chair and pulled a box out of the side of the room, opening it to reveal a good haul of grenades.

Miko was confused. "But I thought you-"

"I only carry _one at a time." _

Wheeljack climbed up a ladder to a pothole on the ship's top, allowing him to see the Insecticons clearly. He grabbed three grenades into his elbow, picked one out with his hand, then stopped to look at it. It wasn't going to be enough to shake all the Insecticons at all.

"...Better just lob the whole case." Wheeljack stuffed the grenades back in, then did exactly that. The case exploded in the air with the Insections all around it, the fiery pushback sending them everywhere.

Wheeljack climbed down the latter and sat down, this time not having to get back up. He cast a glance towards Miko. "You did Bulkhead proud, kid. Welcome to the Wreckers."

Miko srunched up in the passenger seat, next her head in her knees right next to Rainbow Dash.

"...Then how come I don't feel any different?"

"Uuuug..." Dash's eyelids slowly peeled away, showing her magent irises as they rolled between the two Wreckers. "Did we win?"

"Yeah. Thanks to Miko here."

Dash raised her hoof towards Miko. "Rock on..."

Miko pushed Dash's hoof away, but Dash kept flailing it at her until she relented and fist-bumped it.

* * *

TIIING-THAAAANG!

Went Hardshell's corpse, now looking rather petrified rather then burnt, as it was tossed before Megatron's feet by the remaining Insecticons.

Megatron's eye twitch, his jaw contorted in horror. "The Autobot did _THIS_!?"

"No, my lord..." an Insecticon answered. "It was...a human girl."

Megatron's jaw dropped. Reeling his mouth back into position with a jerk of the head, Megatron growled, his hellish red optics glowing even more so then usual.

* * *

Optimus stood alone by Bulkhead's bedside, having not once moved or wavered. Ratchet had left saying he couldn't stand to hear 'that sound' again. Optimus knew what he was talking about despite his vague wording. Rarity was unable to witness him this way any longer.

Optimus' attention was caught by Bulkhead groaning.

"Bulkhead? Can you hear me?" Optimus grabbed Bulkhead's hand for support.

"I hear ya, Prime." Bulkhead answered, tightening his fingers around Optimus' palm. "Where's...Where's Miko?"

"She said she was going to go home." Optimus answered. "I believe she needed time to recuperate from the knowledge of your condition."

"She's going to need a lot more then that." Bulkhead said. He rolled his neck to look at Optimus in the eye. "I'm not gonna make it, boss-bot."

"Ratchet will return soon."

"So what?" Bulkhead asked rudely. "Ratchet's one of the best...but even the best isn't enough."

Optimus heaved a deep breath. There was somthing he needed to know if Bulkhead was as far gone as Bulkhead himself believed. "Bulkhead...when you left the Wreckers for my team...was I the 'real deal' as you envisioned?"

Bulkhead scoffed. "Heh...every step of the way."

A moment of silence passed.

"Optimus..." Bulkhead said weakly. "Don't tell Miko. She may get into trouble, but she's a smart girl. Let her figure it out herself. Tell her I wanted go right back into the field or something."

"As you wish."

Bulkhead's optics began dimming.

"Make sure Jackie takes...good care of her."

"I will. Rest assured, Bulkhead, you're sacrifice will not be forgotten."

"...Prime? Thanks...for everything."

Bulkhead's head fell back backwards. His optics shut off.

Optimus's audio receptors were soon after assaulted by an off-key cacophony of noises as all the moniters flatlined, one after two after one.

Optimus put his hand on Bulkhead's chest, closing his own optics for a moment.

"O-Optimus?"

Optimus swiveled his neck joint to see Fluttershy half-visible in the doorway, her hoofamp on the door.

"I, um...I hope you don't mind, but I was reading your book- the human one? And...and in it, it said that beetles eat dead material to recycle it into the earth's soil...I was just thinking...my Insecticons are beetles. I wouldn't mind if you-if you asked for me to..."

"I appreciate what are you trying to offer, Fluttershy." Optimus turned back towards Bulkhead. "But it will comfort no one."

* * *

Cheif Burns had gotten right back into the swing of things despite his adventure the moment he returned. Kade and Dani with their Resue Bot partners had manganged not let anything get too badly messed up. He was watching the security cameras with a cup of coffee in hand and a doughnut in mouth when Cody came screaming through the door.

"Dad! Dad!"

Burns grabbed his by the shoulder and held him in place. "Easy, son. Paniking in a crisis only makes things worse. What's the problem?"

"Turn on the news!"

Cheif Burns pushed a button, which made on screen show static, then change to a front view of Huxley Prescott, Griffin Rock's resdient press reporter.

"Huxley Prescott, reporting live from Ms. Nederlanders for an exclusive interview for the newcomer competitor for mayor of Griffin Rock...Twilight Sparkle!"

Cheif Burns' donut dropped out of his hand and into his coffee cup.

"...Did he just say Twilight Sparkle?"

"Yup."

Huxley's cameraman followed him as the report made his way to a table where Twilight Sparkle, in all her Dark Energon-mutated horror, was sitting on a stool like she was a common sight not just in Griffin Rock, but in all of Earth.

"So, Twilight Sparkle!" Huxley started, getting right into the swing of things. "The voters want to know. Why should they vote for you as Mayor of Griffin Rock and Luskey for a second term?"

"I'm technologically minded." Twilight answered.

Prescott snorted. "All right then. The viewers ask: why are you running in the first place?"

"Griffin Rock loves technology. I love technology. It just makes sense." Twilight replied causaully.

"If you were elected, what would your first action as Mayor be?"

"Ensuring that the citizens of Griffin Rock can live safely and peacefully without fear."

"And your second?"

"Learning everything I can from the citizens of Griffin Rock...and letting them learn everything they can from me."

"Interesting!" Luxley exclaimed. "Well, folks, there you have it; Technology should be why we should allow a unicorn to be our leader! Tune in next week for a special edition of "I Dare Me!"

The TV changed after that to another program.

"Something is going on." Cheif Burns said. "Cody, get in the car."

Cody made his way to the door, then stopped and turned around.

"When you say 'get in the car' do you mean your old car or-"

"Chase. I mean Chase."

* * *

Twilight Sparkle, sitting at the table she was for her interview- it was live, after all- quietly drank some of her milkshake while Huxley's van went off. A police siren blared around shortly afterwards.

"Ahhh!" Twilight exclaimed quietly to herself, taking her lips off the straw. "Exactly as predicted..."

A police car pulled up on the road by the dinner. Cheif Burns stomped out, slamming the door behind him. Chase's insisetence on protocol prevented him from asking the Cheif to not do that.

"Twilight Sparkle!" Cheif Burns yelled, approaching. "What are you up to?"

"What do you mean, Cheif Burns?" Twilight replied haughtily, her hoof under her chin and her tail raised playfully.

"Trying to run for Griffin Rock mayor? You can't do that!"

"Why not?"

"You're a wanted criminal, to start with. Second, you can't meet the criteria for being Griffin Rock Mayor!"

"You mean like being a registered citizen before running?"

"Yes!"

Twilight reached behind her gossamer wing and pulled out a stack of papers which she offered to the Cheif of Police. "I think you'll find these papers legimate and confirming that I am fully qualified for the position of Griffin Rock's mayor."

Cheif Burns took the papers rather forcefully and scanned them over and over. Being a police cheif, he had more then his share of forged documents and knew all the tells that made or broke them. The documents Twilight had given him just now were...completely legimate.

"Graah!" Cheif Burns threw the papers back at Twilight. "You're still a wanted criminal, Twilight! You're under arrest for breaking and entering, kidnapping, and grand theft automaton!"

"You can prove I did all this?" Twilight asked boredly.

"Yes."

Twilight's expression turned upwards in a way that made Cheif Burns extremely wary.

"Are you sure?"

Burns, not liking what Twilight was implying, activated his comm. "Graham, check the security footage for when Twilight Sparkle was first on Griffin Rock."

"_On it, Dad." _

Cheif Burns and Twilight Sparkle kept their eyes on the other while they waited for Graham to report back.

"...Bad news, Dad." Graham said after some minutes' passing. "There's no footage of Twilight."

"What? Check again!"

"_I checked three times, dad. There's no sign of Twilight, or even MECH or Morocco or the beetle-bot!_"

Chief Burns froze, flummuxed as to how there could no security footage of Twilight or her cohorts. He noticed the self-satifsed look on Twilight's face.

"You did something, didn't you? You hacked into the security feeds!"

Twilight took a mocking sip from her milkshake, showing herself as unfazed by Cheif Burns acusation. "Can you prove_ that_, Cheif?"

Cheif Burns seethed in frustration, then stormed off towards his car.

"Cheif Burns!"

Mayor Luskey was running down the sidewalk.

"Hello, mayor." Cheif Burns greeted. "What can I help you with?"

"Ah, I'm glad you asked that, Cheif." Luskey said with a sense of relief. "You see, I have a unicorn as my opponent for the upcoming election."

"I'm aware." Chief Burns shot a glare at Twilight, who waved at him.

"I was, uh, hoping you, as a long-time friend would help me with my campaign?"

"Well..." Burns took another look at Twilight, who gave him a bemused look as if to say 'I dare you'

"...Yes, Mayor. Me and my family will do whatever we can to help you win."

Luskey put his hands together apprecitvely. "Oh, thank you thank you thank you!"

Luskey left the the way he came, while Cheif Burns climbed back into Chase and drove off, road rage making him driving just fast enough to make Chase worry and take his wheel back.

Twilight laughed. "Hahahaa...You're too easy, Chief." she raised her milkshake and took another sip from it.

* * *

"How, be very quiet, okay?" Ratchet made a sshh motion to everyone present in the base. "He wanted them to figure out themselves."

Wheeljack limped his way inside, Dash wounded and Miko besides him.

Arcee scurried over and knelt to look at them. "Are you two all right?"

"They're fine!" Wheeljack said airily. "They're pros."

"I wasn't talking to you." Arcee growled.

Miko looked up at her. "Where's Bulkhead?"

"He, uh," Ratchet answered. "He went out to get Hardshell."

Wheeljack, Dash and Miko all exchanged looks.

"We already took care of that for 'im." Wheeljack said.

"Er, yes, but...how is he supposed to know that?"

Wheeljack pointed over Ratchet's shoulders. "...The comms?"

Ratchet looked at the control panel. "Uh...comms are shot."

Wheeljack squinted at the panel. "No they're not."

Ratchet became very stiff. The medic raised his fist and smashed into the panel, fraying it's interals outwards.

"Yes they are."

Miko looked up at Ratchet with water forming in her eyes.

"He's gone, isn't he?"

Ratchet grimaced, then frowned and shooks his head in defeat. "I did everything I could."

"Well-well there must've been something you didn't do!" Miko snapped, then ran off.

Wheeljack watched as she left. "I gotta admit, Doc, you screwed this one up big-time." He transformed and left.

Ratchet's mouth hung open in offense at Wheeljack's comment. Optimus held him back before he could drive after the Wrecker.

"Wheeljack is not used to dealing with mixed emotions. His response to Bulkhead's passing would be to seek revenge- which he has already done."

Ratchet grumbled, then started working on the panel he had smashed.

"Rarity..." Fluttershy said sympathically. "I'm so sorry."

Rarity pushed Fluttershy's hoofamp off her shoulders. "It's hardly your fault, Fluttershy...and feeling sorry won't bring Bulkhead back..." Rarity started walking down the stairs, and when she was at the bottom, far enough away from the other ponies and low enough from the Autobots, she added to herself.

"But I know what will."

* * *

Back at the Griffin Rock Emergency Station, Cheif Burns was looking through papers while Graham attempted to see if he could somehow restore the security footage of Twilight's MECH-assisted misdemeanors.

"It just doesn't make any sense." Graham said after a third unsuccessful try. "How could Twilight not only erase the security footage, but prevent it from being salvageable?"

"Keep looking, Graham." Cheif Burns told him. "They've got be in there somewhere..."

"In there somewhere..." Graham muttered. "Wait! That's it! Twilight must've not erased the security footage...she took the security tapes!"

Cheif Burns looked over his chair. "Sweep the controls for hoofprints."

"Do unicorns even leave those?"

"Well, go find out!"

Graham got up out of his chair to find the forensic tools for fingerprint analsis. He couldn't help overhearing Kade on a phone call on his way.

"Hi, Missus Nederlander! It's just...normally around this time of day you call us to get Mister Pettypaws down from the tree, and since you didn't, I just wanted to make sure you were okay...what's that? ...Who? Yes..." Kade's expression turned taut and irritated. "Yes, I know the unicorn whose been living with us." Kade hung the phone with a slame. "AAAH! Twilight is out stealing our job, piece by piece!"

"I thought she was running for Mayor?" Dani asked.

"Yeah, that's what she wants us to think! She got Mister Pettypaws down from a tree! That's our job!"

Dani chuckled. "Since when is resucing trapped kittens the entirety of our job? In a way, it's nice to not have to deal with that cat..."

Kade gave her a look.

"Ueh, not that I'm taking Twilight's side!" Dani assured him.

"Nothing." Graham said after running through everything in the kit onto the keyboard. "There's nothing here!"

"Keep looking." Cheif Burns ordered bluntly. "We need evidence to prove Twilight's engaged with illegal activity if we want to arrest her and I'd be lying if I said I didn't really want to arrest her."

Cody stood by the door with his elbows latched into each other. "I wonder...why does Twilight want to be Mayor?"

"Don't you get it, Cody? She wants to be mayor so she can get at the 'Bos!"

"But..." Cody stammered. "If she could get into the security footage and erase everything, why couldn't she just use nab Rescue Bots while she was at it?"

Cheif Burns paused. "You might be onto something there, Cody..."

* * *

Soundwave slinked his way over to Megatron's side.

"Now what, Soundwave?"

Soundwave displayed something on his face-screen.

Megatron didn't look amused. "What? What is it?"

Soundwave continued displaying it.

Megatron rolled his optics and signed. "Fine. I'll send some troops to investigate."

* * *

The still-alive members of Team Prime were monitoring their normal posts with one down...Dash, Fluttershy, Pinkie and Applejack were standing around waiting for Rarity to come back. Jack and Raf were waiting for the same of Miko. The two of them had taken Bulkhead's death much harder then their fellow organics, having been closer to the jeep.

"Optimus, I'm detecting a signal." Ratchet reported.

Optimus walked over to see what it was. "Of what nature?"

"Hard to say...should we investigate?"

Optimus nodded. "Fluttershy, would you be so kind as to allow Bob to come with us?"

Fluttershy nodded meekly.

Optimus, Arcee, Bumblebee and Bob all made their way through the GroundBridge.

Having little else to do, the ponies all drifted off towards other parts of the base to pass the time in their own way.

Jack sat by Raf on the couch in the human's pavillion. Jack tapped Raf's shoulder for attention.

"Hey Raf?"

"Yeah?"

"How do you think Miko will react to Bob replacing Bulkhead?"

Raf shook his head. "No one's replacing any one, Jack. Bob was just as helpful to the team as he was before Bulkhead...went."

The two shared a deep heavy breath in mourning.

Jack got up and set up a video game system to get his mind off while Raf just kept doing whatever he was doing.

The squeak of an elevator caught Raf's attention. Setting his laptop to rest on a couch cushion, he climbed up on the couch's back to see what was going on.

Rarity was going inside the base's elevator.

"Hmm..."

Raf, suspicous, made his way down the stairs, then up the other stairs to the elevator just as it's door closed on Rarity.

* * *

Team Prime's and Bob's engines hummed as they made their way to the source of the disturbance. They found themselves in the middle of essentially nowhere and headed for what looked like a Cybertronian globe on a stand.

In arm's reach of it, the Autobots transformed.

Arcee was off-put. "This is we came out all the way for?"

"The coordinates correspond." Optimus answered.

_Beep beep._

Bob chitted something in agreement with Bumblebee, then he spotted something and shireked in an attempt to get the others notice.

Arcee facepalmed. "We forgot to bring someone who spoke Insecticon..."

Bob shook his head disapprovingly and took a direct approach, grabbing Arcee's head in his claw and making it point upwards.

"'Cons!"

Bob let Arcee loose, and the four of them all converted out their arm blasters.

Fearstorm and a trope of Vehicons descended down from the air and aimed their blasters, engaging the Autobots in a stand-off.

The teams stared at each other, blasters aimed and shoulders tensed. The Decepticon side fired first, giving Fearstorm a distraction to lunge for the globe. The Autobots blew their opposition to pieces, and when the smoke cleared, Fearstorm was standing with the globe in his claw, examining it.

"Bah!" Fearstorm scoffed and tossed the globe aside, apparently deciding it was worthless. The more intact of the troupe struggled to followed his lead as he flew off.

Arcee stepped forward and picked the globe up to examine it herself.

"It's just broadcasting a signal..." Arcee informed them. "It's not carrying a message...or anything else."

_Beep bleep beeeee?_

"If it was a Decepticon trick, Bumblebee, it is unlikely that the Decepticons would fought for it in the fashion they did." Optimus answered. "It appears as though both sides have led astray by a third party."

"MECH?" Arcee asked.

Optimus looked around. "I fear that is not the case. Were this a ploy by Silas and his men, they would've attacked the moment we arrived."

The Autobots all set their eyes aside in concern there was a fourth party emerging...

* * *

Rarity stood on the top of Outpost Omega One. She more or less on top a rock piller with a metal cabin behind her that led the elevator that had brought her here.

The wind blew on her mane while the moon shone overhead...the perfect atmosphere for what she was about to do.

Cliffjumper's gravestone, a pile of rocks with the last remaining piece the Autobots had of him next to it was no longer alone on the cliff. Beside it was another pile of rocks with a green toy jeep in front of it.

Rarity approached the second one and clenched the object in her ankle tightly.

A silver of Dark Energon.

She raised her hoof over her head, ready to stab the crystal straight into the ground.

"Rarity..."

Rarity turned her neck around to see Raf standing in front of the open elevator door in a very ready-for-action sort of pose, with his legs spread apart and his fists clenched.

"Put it down and step away from the grave."

Rarity huffed. "Raf, you don't understand!"

"I do too." Raf said.

Rarity was skeptical. "I find that hard to believe..."

"No, really." Raf insisted. "I may not have been as close to Bulkhead as I am to Bumblebee, but I'm upset too! I understand you want to bring him back...but you can't, Rarity." Raf's eyes dragged towards the Dark Energon. "Not with that."

"This-" Rarity held it upwards for emphasis. "Brought Twilight back just fine!"

"I kinda disagree with you on that one..." Raf muttered. "But Twilight- well, Twilight's not a Autobot! She's a pony! It affected her differently! I guratee you can stick in as much Dark Energon into Bulkhead's body as you want, and it will come back to life...but it won't be Bulkhead. It'll just be a...a thing."

"Daaaahh!" Rarity exclaimed, turning back to the grave. "I don't have time for your objections, Raf! I have a Wrecker to revive."

Rarity readied her hoof to stab the Earth Blood into the ground, but she felt something climb on to her rear and dig it's nails into her rump. Reacting rather then thinking, Rarity followed her pony instincts and bucked the intrusion off.

Crrrrrrink.

...Oh.

Oh, that- that was not a good sound.

"Raf, are you all...right..." Rarity turned around to see Raf lying unconcious on his back with his limbs spread out- and his chest heaving up and down quite forcefully.

"Oh, Raf!" Rarity cried, tossing the Dark Energon aside and rushed to his side. "I'm so sorry- I should realized- we can fix this!" She put her hoof on his cheek, for all the good it did. "We can fix this! We'll get you out of here, get you all nice and patched up, " Rarity giggled, edging herself closer to denial, "We'll get you all fixed before the Autobots get-"

The elevator door hissed open.

"-back..."

Rarity looked upwards to see Optimus Prime himself step out of the elevator. She bit her lip and backed off of Raf's body.

Optimus looked to her, then to the discarded Dark Energon, then to Raf, then back to her...and when he looked back to her, his teeth showed. When he looked back at her, she felt like that everything in the surroundings- the rock pillars, the elevator, the non-pillar rocks and the cacti around the bottom of the base- could've burst into flames right then and there, because all Hell had just broke loose.

"What...have...you..._done_!?"

* * *

Bumblebee scaled the side of the rock pillar that formed the Autobot base, insisting there wasn't any time to wait for the elevator for Raf, when the amount of time it took the elevator and the amount of time it took him to climb down the side were equal. Being concerned for the welfare of those close to them made people and 'bots alike do strange things.

Bumblebee was off speeding down the driveway with Raf in his backseat in a matter of minutes, but he said something to Rarity before leaving. The tailor didn't need Raf or Pinkie to translate to her that he said he was going to decorate the base in a interesting new decor of 'sticky marshmallow pie with well-groomed coffure filling' when he got back.

The Ponies and other Autobots were gathered around the main room, Rarity standing on one of the human platforms in such a way that made she was the centerpiece of the room. Ratchet and Arcee were glaring daggers at her, while Bob just kinda...quietly hovered in the background.

Dash, Pinkie Pie and Applejack were leaning forward on the railings, concerned for what Optimus was going to do to their friend. Fluttershy had clung to the back of the room, as Optimus was still emitting that feeling that everything in a certain radius around him was going to erupt into flames.

"I understand you are grieving over the loss of Bulkhead, Rarity, but under no circumstances will I tolerate the usage of Dark Energon, let alone a human causualty!" Optimus shouted.

"This..." Arcee held up the globe they had found. "You made this, didn't you? The idea was that we would all be out long enough for you to pull Bulkhead out of the ground...wasn't it!?"

Rarity averted her eyes, which was all they needed in order to confirm this.

"As your purpose here on Earth was to complete the task assinged to you by Princess Celestia, which you have so far have been unable to complete, I will not banish you from Earth...yet." Optimus Prime growled. Ratchet knew better then to point they didn't have the resources to get her off-world even if they wanted to.

"But for the remainder of your stay here on Earth, you are no longer welcome within the confines of our base. We will be sending you to Griffin Rock so that Cheif Burns and his team can moniter you and so that your friends can reach you easily in the event they progress in their mission."

"You-you-can't do that!" Dash shouted at him, flying up to meet Optimus Prime at eye level. Optimus shot her a glare that felt to Dash rather like a steel pole had just been driven through her.

"You, Rainbow Dash, lack the proper authority to tell me what I can, and what I cannot do. This Outpost is under my command, and your group are our guests here. If you feel we have somehow failed as your hosts , you are entirely welcome to leave. Is that understood?"

"Y-y-yessir." Dash's normally fearless demeanor shattered under the Prime's anger.

"It's all right, Rainbow Dash..." Rarity tried to assure her. "I have commited a crime, and now I must do the time." Rarity looked at Optimus. "I should be grateful Optimus doesn't intend to do worse."

"Ratchet, prepare the GroundBridge!"

Ratchet pulled the lever.

Rarity made her way towards with dignity, but she looked behind at her friends just as she was about to enter. They all had very concerned looks on their faces.

"I-I'll be close by." Rarity attempted to assure them...but Griffin Rock wasn't actually all that close, bar the GroundBridge system. She stepped through, disappearing into the green pool.

Once the portal had zapped closed, Optimus Prime's expression finally softened and he let out a heavy, heavy sign.

* * *

When Rarity had stepped through the other end, she instantly found herself in front of a human with gray hair in a bun with a lab coat.

"Oh!" Rarity exclaimed. "Um..." Rarity waved her front hooves around in circles. "You did not see a unicorn come out of a giant green poooorrtaaalll..."

The human chuckled. "There's no need for that...Rarity, was it? Optimus told you were going to be staying at Griffin Rock for a while?"

Rarity looked away. "...'Staying' is a good word for it, yes. You would be?"

"Professor Anna Baranova." The human bowed. "I was told you'd be willing to be a test subject for experiments?"

Rarity was not amused. "By whom?"

"Eeeh, she said her name was Arcee, but that she was asking on behalf of a...Bumblebee?"

Rarity closed her eyes in frustration and muttered under her breath. "Was that really nessecary, Bumblebee?" She shook her from side-to-side and signed. "I suppose I don't have anything else to do..."

Baranova smiled kindly. "Well, we can put if off you'd like...maybe you'd like to watch the mayorial debate?"

Rarity shrugged. "I really don't have much else to do..."

Baranova guided Rarity down the hill to where a crowd was gathered in front of two opposing stands. A overweight man stood at one with a police offcier beside while at the other was-

"Twilight!?"

Baranova became intrigued. "You know her?"

"Yes! She's one of my dearest friends."

Baranova nodded. "Okay, maybe you can explain something to me?"

"What?"

"Why is it that a few days ago, only me, the Burns and the Greenes knew about her, and then all of sudden, everyone in Griffin Rock knows and loves her!?"

Rarity was taken aback. "Everyone?"

"Yep."

"I'm sorry, professor, I can't say I could explain even if I wanted to..."

"Mm." Baranova said, disappointed. "Oh, the debate is starting!"

Rarity and Baranova quieted down as a man in a red tux climbed between the stands.

"And now, reporting live from the mayorial debate, Huxley Prescott with our current Mayor Luskey, running for a second term, and his opponent, our unicorn community servant, Twilight Sparkle!" The man in the red tux announced bombastically.

"Now, as the older spectators in our audience should know, the purpose of this debate is for one party to-" Huxley shook his fist. "Reduce the others to tears!"

The audience cheered like spectators for a bloody gladitorial match, Luskey waved at them with a smile, and Twilight just looked uncertain, despite the smugness she displayed to Chief Burns earlier. Griffin Rock's way of doing things was...unorthodox, as evident by the calculus round in the Miss Griffin Rock pagent.

"Luskey, as our current mayor, let's see you deliver the first blow." Huxley held his microphone to Luskey. "Why should Griffin Rock vote you as mayor again over newcomer Twilight Sparkle?"

Luskey cleared his throat. "Sheeee's a unicorn!" he said this like it was the worst thing to anyone could possibly be. Luskey pointed at Twilight's increasingly-evil looking gossamer wings. "And a rather freakish looking one at that!"

"A cutting remark on our competitor's species is Luskey's first shot!" Huxley presented Twilight with the microphone. "Let's what she has to say in response."

Twilight raised her imperiously. "Well, you see, my good citizens, you shouldn't vote for me...but you should vote to have someone replace Luskey."

Luskey and Huxley raised their eyebrows at Twilight's phrasing.

"You see, my little humans, Luskey is not a good leader." Twilight eleborated. "He spent a significant portion of money into a commising a golden statue of himself-money that could've been better spent funding the research of eccentric, but no less brillant for it, head scientest Doctor Greene."

Luskey shirked, and bit his lip when the crowd started murmuring, but Twilight wasn't done yet.

"Furthermore, when a certain scientest- whom I will not name- attempted to present his machine as an alternative to the Rescue Vehicles used by our local family of heroes, Luskey assured them they weren't going to lose their jobs. They did, and this machine was put in their place, where it quickly proved..." Twilight raised her hoof like she was examining her nails. "Inferior, and the mayor was forced to reinstate the Rescue Vehicles. Many other examples exist in our good Mayor Luskey's run in office."

"Amazing!" Prescott exclaimed, putting a hand on his hair. "Twilight fires back as Luskey with a _cutting_ breakdown of his decisions as mayor! Let's see what he has to say in response..."

Prescott presented Luskey with the microphone again, and he could only stutter. "Nhuh...she's a unicorn..."

"This is ridiculous!" Chief Burns said, pushing Luskey aside. "Twilight is a criminal dangerous to everyone around her!"

"I like to think of myself as an _experimentalist_." Twilight coolly informed him.

Burns growled at her. "You're a theif and a kidnapper!"

The audience gasped at these rather serious accusations.

"Prove it." Twilight told him. "Give me evidence that I am these things, and I will happily follow you to a jail cell with my name on it."

Cheif Burns snarled at her. Arced over the Luskey's stand, he looked like an attack dog ready to come off it's leash. Luskey, sensing Burns' hostility, put a hand on the Chief's shoulders and suggested he stand aside. Burns reluncantly agreed.

"Now, moving on..." Twilight said, smiling proudly, but she looked away from the stand and noticed Rarity and Baranova watching from afar. She beamed at Rarity and waved.

Rarity, unsure what to do, waved back and gave Twilight a very forced grin.

Baranova noticed the awkwardness. "Let's go back to my place, shall we?"

Rarity nodded and turned her tail to the audience, not noticing Twilight take particular note of Baranova...

* * *

Rarity stared at Baranova's house...if it could be called that. It was like a mini-fort of saucers all linked together by industrial-level steel tubing.

"Come on!" Baranova chided, nearly at the top of the stairs that led into one. Rarity clipped-clopped her way up into. The inside was actually fairly normal, given the exterior's odd shape.

"This way." Baranova led her to what Rarity would instinctively presume to be a kitchen.

"So, um, these...experiments, are they...dangerous?"

"Shouldn't be." Baranova pulled open a drawer and removed some sticky green substance from it. "This is Squilish. It's a compound from Mars that according to Cody, made your friend Twilight eat it. My friend Doc Greene thinks that-"

Baranova noticed Rarity didn't really seem to be paying attention to her. In fact, her eyes seemed intently locked on the Squilish sample.

"...Hmm."

Baranova moved her hand from side to side. Rarity's neck waved with it.

Before Baranova could pull her hand away, Rarity's mouth swept over it in a pop. The unicorn slowly slid her mouth off, revealing Baranova's hand devoid of Squilish.

Rarity chewed, then gulped.

Baranova stared with her jaw agape. After taking a moment to recover, the Professor adjusted her glasses.

"Ah! So the Doc's hypothesis was correct. Squilish really does have a hypnotic effect on ponies...or at least unicorns."

"Uhhhh..." Rarity groaned, coming out of her daze. "I'm sorry, what does what to unicorns?"

"Nothing." Baranova assured her with a wave of her hand. "I'm just rambling like a crazy person, hahahaha..."

There was a knock on the door.

Baranova went back to the door to open it. She was given an unpleasant sight in the form of Twilight Sparkle.

"Hello!" Twilight greeted, unaware that Baranova knew just as much as Cheif Burns. "I saw a friend of mine with you eariler, and was hoping you'd know where to find her?"

Baranova crossed her arms, intent on defying the Sparkle pony. "No."

"Professor?" Rarity asked demurely, trotting out of the kitchen. "What's going on?"

"Nothing!" Baranova insisted.

Twilight forced her head through the door. "Rarity! I saw you over at the debate. What are you doing in Griffin Rock?"

Rarity turned away. "Oh, nothing...I guess you could say...me and Optimus had a...conflict of interest."

Twilight raised an intrigued eyebrow. "Oh, sooo are you willing to help me fight the 'Bots now?"

"I'm not willing to go that far, Twilight!"

Twilight was disappointed, but pressed on, or at least would've, were she not distracted by something.

"...Oh my goodness, Rarity, what happened to your horn!?"

"I'd...rather not discuss that right now."

"Exscuse me..." Baranova interrupted, trying in vain to push Twilight outside her home. "But you are not welcome here!"

"That's quite all right, Professor..." Rarity said. "I'll leave with Twilight."

Rarity took up Twilight's side and followed the Terrorpony some distance away from Baranova's...'house' and into the streets of town.

As they took their leisurely walk along the stone sidewalks, Rarity was befuddled as all of Griffin Rock's residents that saw them waved jovially, even the ones Rarity could tell at a glance were very unjoyful.

"Twilight, what did you do to get these people to react to you so- so warmly?"

"Oh, you know..." Twilight replied causually. "Just did a bunch of favors for them all."

"All of them!? Where could you have possibly found the time for that?"

Twilight stopped walking to chuckle. "Oh, Rarity! You know I'm one of Ponyville's most organized ponies."

Rarity wasn't buying it. She wasn't a genius like Twilight, but she knew enough math to be able to calcuate that Twilight couldn't have done enough favors for every one to like her this much and spend all that time she had fighting the Autobots.

The Autobots...thinking about that, Rarity couldn't help but let her thoughts drift towards Raf.

Twilight noticed Rarity stopping, and unlike when she had stop to laugh, Rarity hadn't instantly started back up.

"Rarity?...What's wrong?"

Rarity took in a deep breath and swallowed her pride. Twilight had noticed something bugging her, and there was little she could do to get out of it that would deflect Twilight that would have convinced her to drop the subject and let the subject stay dropped.

"I did something, Twilight." Rarity confessed. "I did something that Optimus Prime disapproved of severely...I did something...wrong."

Twilight leaned forward with pleading eyes, still putting her friends first despite everything that happened. "Is there anything I can do?"

Rarity closed her eyes and shook her head. "No...No. Not unless you can turn back time and prevent something from happening in the first place..."

Twilight's eyes shifted back and forth on the streets. Supisocously and with a brimming paranoia.

Twilight put her hooves on Rarity's front thighs.

"Come with me."

Twilight's horn began glimmering.

Rarity's vision went awash with violet energy. When it cleared, she found herself on a road built into the side of a mountain. On a higher level of the mountain was a large, coloful building- she didn't know it, but it was the Griffin Rock Science Lab.

"...Twilight, where are we?"

"Just beneath the Scienece Lab, but that's not what we're for." Twilight answered. She approached the wall of the cliff and stuck her hoof in. It passed right through like a ghost.

Rarity's eyes widened. "I- Twilight-what-"

Twilight rolled her eyes. "It's a hologram, Rarity. It's not really there. Come on!" Twilight skipped on ahead through the wall that was apperntly not really there.

Rarity hesitated, but followed.

On the other side was a cool-blue colored room with a broken down police car inside. There was also a tool rack up agains the wall, and spare automobile parts scattered around the car. Pretty much a typical garage.

Twilight approached the tool rack and grabbed on of the wrenches in her magic. She pulled it slightly to the side, but it wouldn't come off it's hook. In fact, it swung out to the side some distance then stopped with a click.

The back wall pulled up like...a garage door, steam hissing out from underneath it.

Twilight gestured for Rarity to follow, then disappearing into the steam.

Rarity followed this time without stopping to think twice about it. No point in turning back now...

When she entered the room, she was immeaditly assailed by more steam. When the steam cleared...

Airachnid was looming over her with her claws arched and ready to pounce. The undead spider hissed.

"AAAH!"

Before Airachnid could lunge at her, Twilight stepped in front of Rarity and held a hoof out. "Easy, girl. She's with me." The Dark Energon in her chest pulsated briefly. Airachnid went limp and stepped back.

"So, anyways..." Twilight said, gudiing Rarity out of the steam.

Rarity...didn't quite understand at first.

They were in a large hallway big enough to house the less-big Cybertronains, with lights placed into the ceiling...and at the end of the hall was what appeared to be a technological archway.

"...Twilight, I don't see how this...is supposed to help me."

Twilight chuckled. "Rarity, this is the solution to your problem! Here, let me explain..."

"...You're not going to sing, are you?"

"I am."

"Oooh!"

* * *

FRIENDSHIP IS MAGIC: PRIME: ACT III SOUNDTRACK:

Song 6: The Time Machine  
Length: Medium-Short: Under 2 minutes.  
Performed by: Twilight Sparkle

Rarity, I know I always say there's no time for procrastionation,  
but who needs time when you've got access to this temp-por-aal station?  
The good doctor told me about it to get back in my good grace,  
and then I used to get in the mayorial race!  
So, dear friend of mine, just tell me where you want to go,  
Anywhen from yesterday to nineteen-thirty-nine  
Oh, but I should mention we'll always be in the same place  
The Station can only move us through time, not space.

Using the time machine to go aways back,  
I went into the rescue builing and their security I hacked.  
I rewound the clock so that I can ingratite myself to the people and run for mayor of Griffin Rock!

So, Rarity, just tell me  
When it is you need to go  
And we'll go there before you even know!

So, with this chronal curbulator,  
Our little vortex manipultor,

I can help you rewind and completely undo your day,  
Just take my hoof and let me lead through the temporal archway!

Why wait for something when you can just go  
straight for it through the timey-wimey gate?

* * *

"A time machine?" Rarity questioned once Twilight had finished singing.

"Yep! Uh, we _might_ need to nab a Morbot...say, what was the bad thing you did?"

Rarity looked away. "Oh, I...I'd rather not say."

Twilight put her hoof on Rarity's cheek. "Rarity, if I'm going to help you, I need to know what it is you did."

Rarity groaned, then signed. "Oooh! Fine...Bulkhead...Bulkhead died, and I tried to resurrect him with Dark Energon."

Twilight laughed and gave Rarity a slap on the back. "Ha! Fluttershy kept trying to tell me it's evil, but you know better, don't you?"

Rarity narrowed her eyes at Twilight in a way that made it clear to the latter that she had jumped to a conclusion.

"I was prevented from doing so by poor Rafael..."

"Who?"

"Erh, one of the Autobots human partners...I don't you've met him actually. He tried to keep me from using Dark Energon and I bucked him..."

Twilight started, evidently not understanding where the bad part was.

Rarity raised her hoof. "Raf's a very small little boy, Twilight, and...I bucked him quite hard."

"Ooh!"

"I would...very much like to go back and stop myself from doing that."

Twilight continued staring. Rarity starting getting irritated at the treament.

"What?"

"...Why not just go back and keep Bulkhead from dying in the first place? That why, you'd never try to use the Dark Energon, and then Raf wouldn't have stopped you and-"

"Why not just go back and keep Bulkhead from dying?" Rarity mocked in a whining tone. "Because-...Twilight, that's brillant!"

"I generally am." Twilight agreed, self-satisfied. She started pushing the buttons on the Temporal Station. "How far back do we need to go?"

Rarity put a hoof to her chin in concentration. "Yesterday, but as the Station only takes back through time, we'll need to go back further so we can get to the equator in time..."

"The equator, the equator..." Twilight repeated. "Where is that, exactly?"

Rarity shrugged. "It's roughly the plant's...middle, I suppose?"

"Hmmm...all right, what and when was it that made Bulkhead die?"

Rarity looked between her nose at her horn. "Hardshell."

"Hardshell? Sounds like a crab. Is that a crab? Rarity, am I going to help you save an Autobot from a giant crab?"

"No, no..." Rarity shook her neck. "He's an Insecticon with scars all over his body. He was the one that broke my horn."

"Insecticon?" Twilght repeated for confirmation. "Hmm...hang on here..." Twilight started fiddling with her ear, doing something Rarity couldn't see. Rarity was startled when a hum came from behind her.

A basic Morbot stepped out of a GroudBridge.

"We'll need some muscle...and transportation." Twilight informed her as the archway was fulled with blue energy in some mocking approxamation of a GroundBridge.

The Morbot transformed and pulled up by the two ponies.

Twilight offeered Rarity her hoof, to make sure she was fully commited to this.

Rarity examined the cautiously, and looked at Twilight's face. The Terrorpony smiled warmly.

Rairty, ready to cross the point of no return, took Twilight's hoof and shook it.

They both entered the Morbot and buckled in to it's seats. Twilight used her magic to activate it's systems and drive into the Temporal Station at speeds Rarity found the nessecity of questionable.

"Is this much speed really nessecary, Twilight!?"

"Yes!" Twilight snapped. "We need to make sure no one in the past sees us unless we want them to, and we don't want them to!"

The assault carrier careened through the portal. Rarity felt zapped going through it and when the shock subsided, Rarity found saw the Morbot driving the opposite direction it entered, heading straight for the entrance to the hall.

Rarity covered her eyes with her hooves when she saw the Morbot was speeding straigh to the door! Of course...this was the past before Twilight opened the door for them!

Her concerns were unfounded, however as the Morbot smashed straigh the door, sending it flying off it's hinge and throwing it's parts all around.

"Oooh..." Twilight groaned at the carnage. "Gonna have to fix that before we go back to the future."

The Morbot contiuned, undaunted, going through the hologram wall Rarity had went through moments ago. Just before the Morbo would've flown off the edge of the cliff and crash to the ground, it converted and rocket straight up into the stratosphere.

Rarity kept quiet as Twilight piloted the Morbot away from Griffin Rock.

"So, how is everypony?" Twilight asked Rarity.

"Hmm? I'm not sure what you mean, Twilight, dearie..."

"You know!" Twilight waved her hoof around as if trying to make it convey her meaning. "Are the Autobots taking good care of you and the others?"

"Yyyyyes..." Rarity replied slowly, definitivetly not liking where this was going. "Whhhhy?"

"Just checking." Twilight assured her. "You know, just in case they did something to you that meant I would have to brutally dissect them." She said this flippantly, like it didn't carry any disturbing implications about how she felt about about the 'Bots.

"Twilight..." Rarity said carefully. "What are you so upset with the Autobots about? I know you think they've brainwashed me and the others, but you seem really...intent on harming them!"

"Oh, I figured out that you weren't brainwashed eventually." Twilight told her.

"What!?"

"Buuut, I got killed by one of the Autobots human...pets AND nearly killed by another one of them! I have no intention of trusting ponies who defend violent people like Cheif Burns..." Twilight gripped the Morbot's controls. "Rarity?"

"Uh, yes dear?"

"Let's drop this subject."

Rarity nodded. Then she noticed something on the screen...the sky around them was all dense and smokey...

"Twilight, lower the Morbot! This is it! We're here!"

Twilight pulled the Morbot into a brake and lowered back to the ground where the the lava veins and hissing rocks that Rarity recognized as the equator greeted them.

"Now, how do you want to do this?" Twilight asked.

Rarity furrowed her brow. "Actually, that's a fairly good question...we're back in time, so we need to be careful about anypony figuring out too much...There's also the need to consider that Hardshell may be disfigured, but he's a crafty one...if we try to intercept him head-on, he may sense something's wrong..."

The unicorns were silent for a moment as they attempted to figure out their plan.

Rarity gasped. "Twilight, before we do anything, we need to figure out how far Bulkhead and I are in our mission!"

"On it!" Twilight reered up the Morbot's levers and made burn rubber on it's treads.

"Without being seen!" Rarity quickly added. "Bulkhead will smash this thing apart without a second thought!"

Twilight nodded in acknowledgment. The Morbot's treads tore through the rock, spitting out pebbles from underneath it's path.

Twilight and Rarity both had their eyes widen when they spotted just enough of a green metal to figure out Bulkhead wasn't too far away. Twilight was just barely able pull the Morbot into a skidding swerve behind a rock to hide it.

"Hang on a sec..." They could hear Bulkhead's deep voice instructing. "Sitchuation's ripe for an old Wrecker trick."

"Everypony keeps talking about the Wreckers!" Rarity's yowling could be heard. "Who are they?"

"That's something I would like to know..." Twilight said with an eye towards the Rarity in the vehicle.

"Ah, they're Autobots." Rarity rather curtly told her. "Just keep listening..."

Twilight and Rarity both perked their ears, but heard nothing. Bulkhead and Past-Rarity must've moved away by now.

Twilight converted the Morbot back to robotic mode, making it quietly tromp it's way over the rock to observe where Bulkhead had just been.

"Heey..." Twilight drawled, noticing something on the screen. "That kinda looks like an Iacon Artifact!"

Twilight tensed, ready to pounce on the relic, but Rarity grabbed her limbs and pulled them back.

"You don't want do that, Twilight...just trust me on this one."

"Hmm." Twilight seemed uneasy, but relented. Soon after the exchange, the two heard the beat of very heavily flapped wings, causing them to focous their attention on the Morbot's screen.

Four beetle-mode Insecticons, one of which had a huge crack in it's side and missing it's eyes, all flew towards the relic and transformed.

"Uggh!" Twilight shuddered at the sight of the one that looked he been put up against a huge buzzsaw rack. "What's up with that guy?"

"That's Hardshell." Rarity coldly informed her.

"You weren't kidding about him being disfigured..."

One of the Insecticons approached the relic.

"NO!" Hardshell shouted at him. "WAIT!"

The relic exploded, sending the Insecticon back and impaling his neck with Toxic-En shrapnel.

"Grisly!" Twilight exclaimed at the sight of the writhing 'Con.

"Ah, so that's what happened to him." Rarity concluded calmly. "Come along, Twilgiht. There's no need for us to linger here."

Twilight piloted the Morbot upwards and flew it towards Rarity indicated been the direction Bulkhead and her had gone in.

Rarity seemed lost in thought.

"So, that explosion...did you do that?" Twilight asked.

"No, that was Bulkhead's work-wait, Twilight, that's it!"

"...What's it?"

"An explosion! Hardshell's ending blow on Bulkhead occured atop a volcano! All we have to do is set an explosion timed to get Hardshell just as he lunges for Bulkhead..." Rarity began.

"-and past you will come to the conclusion that the volcano erupted naturally!" Twilight finished.

"Mmm...we'll need to time it so that we can be hidden away, but it'll blast Hardshell before he can do something to Bulkhead..." Rarity concluded. Taking charge, Rarity pointed her hoof dramatically at the visual feed. "Find out where me and Bulkhead, and we'll improvise from there!"

Twilight saluted and obeyed, making the Morbot propel forwards in the air in search of the mismatched Autobot-Pony duo. Strangly, they ended up just flying around in circles. Rarity's instructions as to where Bulkhead and herself had gone proved rather inaccurate.

"Ah! We must already be at that point where Bulkhead is faltering from the Toxic-En!" Rarity realized.

"The what?" Twilight asked.

"Nothing." Rarity leaned over and started messing with the controls against Twilight's wishes. "Go this way!"

Twilight pushed Rarity off, but did so, whereupon they did indeed find Bulkhead, resting his back agaisnt a rock while Past-Rairty nuzzled into his foot.

"...Why are you nuzzling him?" Twilight asked awkwardly.

"It doesn't matter!" Rarity insisted with a blush, even though she couldn't have really helped it at the time. "Just head for the volcano!"

The Morbot did as instructed, flying up slightly higher and landing itself on the volcano's lip. Twilight teleported herself and Rarity out it's cockpit and onto the molten floor. Twilight set the Morbot out to spot Bulkhead in case he drove up before they were ready.

Rarity ran around in circles, looking for something. "Where is it, where is it-ah! Here!" she announced, heading for the volcano's side.

"What's it?" Twilight questioned.

"The spot where Hardshell's third and most lethal assault on Bulkhead occured!" Rarity announced, shoveling her hooves in the dirt. "Help me dig, will you?"

Twilight rushed on over and shovled with Rarity until the latter decided the hole they dug was deep enough.

"I have to say, Rarity, I'm impressed you're so keen on getting dirt on your hooves..." Twilight admitted.

Rarity took offense and huffed. "Twilight, a Spark is at stake here! How could I could possibly _not_ allow myself to get filthy if it means it will be saved?" Rarity turned towards her saddlebag and pulled out a grenade.

Twilight's jaw dropped. "Did Optimus give you that!?"

Rarity forced a grin. "Err...yes, of course he did!" She dropped the grenade into their little dug pit, then shovled all the dirt back on it, obsurcing it from view. Not a moment too soon either, as the Morbot gave the signal that Bulkhead was approaching.

Twilight, Rarity, and the Morbot all rushed over to the volcano's edge where a boulder just the right size to obsurce the three of them. The ponies straining their ears, they could hear Bulkhead's wheels as they worked to scale the fiery mountain.

"Wrecker!" Hardshell's crisp voice shouted, followed by the thumps of metal feet on volcanic rock.

Twilight and Rarity ducked when Hardshell's underling leaped over them and onto the battle, but after that, they were confident enough to peek their heads out over the rock to see the battle's progress.

"Now, we wait until Bulkhead's apologizing for not doing more for my horn..." Rarity said.

When Past-Rarity flumped lifelessly onto the ground not too far from them, Twilight put a hoof to her mouth in pity.

As Bulkhead took care of Hardshell and the other Insecticon, Rarity had to restrain Twilight coming to her aid when Hardshell's first goon started playing with her.

WOW, time travel sure does makes weird stuff happen!

Bulkhead threw his second grenade, throwing the Insecticon back.

"Rarity?" Bulkhead questioned. "What's wrong?"

Twilight and Rarity slumped against the rock, already knowing what was wrong. In fact, Rarity drew back to the back of the rock completely and tried to shut it all out, unable to live through all that again.

She rested against the rock, closing her eyes in sorrow.

THHRRBOOOOOM.

"Aaah!" Rarity covered her eyes with her hooves, even though they were already closed. "Did it work? Did it work, Twilight? Tell me, did it work?"

Twilight's hoof made it's way to her shoulder. "I think you should see for yourself."

Rarity was filled with gloom and dread, but took Twilight's suggestion and peered over.

Bulkhead was on his hands and knees, having been thrown off balance by the explosion, but he was intact. He was in one piece.

He was alive.

He and her past self had their necks craned forward and up, looking at Hardshell.

What was left of him, at least.

Hardshell's head and right arm lay on the molten rock. His torso was a few feet away, cracked and with a hole blown right his back, and his leg was paritally severed, but not completely.

Bulkhead looked at Past-Rarity and pointed his thumb over his shoulder. "Did you do that?"

"_Yes._" Rarity breathed through clasped hooves.

"N-no..." Past-Rarity stammered. "It must have been the volcano."

Bulkhead's optics widened. "If this thing's still live, then we need to bail!" Bulkhead grabbed Past-Rarity by her scruff and transformed, his limb manevering in such a fashion that dropped the unicorn gently into his driver seat.

"Ratchet," Bulkhead said through his comm as he started revving up his wheels. "I need a GroundBrdige, pronto!"

Twilight and Rarity watched as Bulkhead's jeep form descended the mountain and entered through the Bridge.

"I'm still not a fan of the Autobots..." Twilight patted Rarity's back. "But good work, Rarity!"

Rarity stared into space, devastated.

"Rarity?"

"He..." Rarity whimpered. "He didn't say he could beat a Wrecker out of me..."

"Uhhhhhhhh...huh?"

Twilight waved her hoof in front of Rarity's face, trying to get the shattered pony to respond.

"Raaarrity?"

"Wha-? Oh, sorry...let's go back now and see if that worked..."

* * *

The hoofsteps of the ponies echoed across the metal hall as Rarity, Twilight, and their Morbot re-entered the present from the Temporal Station.

Twilight and Rarity stopped beneath the archway, ready to swing back the other way at a moment's notice.

Rarity fiddled with her earpiece. "Rarity to base. Rarity to base. Hello?"

"_Rarity?_" Ratchet replied, curious...but not angry. "_Where are you?_"

Rarity looked at Twilight, whose lip quivered.

"Nowhere." Rarity answered him.

"_Well, get back here this instant! Bulkhead's gone nuts looking for you everywhere! What are your cooridnates? I'll Bridge you back to base._"

"Yes, of course, but you could put that on hold for me, darling? I have some business to attend to. Tell Bulkhead I'm fine, will you?"

"All right..." Ratchet said uncertainly.

Rarity hung up the comm and made her way towards the hallway's exit.

"Twilight, there's something you should know..."

Twilight's eyes zoomed in on Rarity, intrigued as to what she needed to know.

"While I appreicate that you have lent my your assistance in saving Bulkhead, I know you, Twilight. You're smart. Too smart to let keep the ability to maniuplate time. I can't let you keep that Temporal Station."

Twilight's eyebrow raised. "Um...okaaaay?"

"One more thing...get rid of Airachnid, will you? You've been giving Fluttershy nightmares."

Twilight nodded. "Okay. I'll keep that in mind."

Rarity exited the garage door, leaving Twilight wondering just what she was talking about.

"Rarity sure was talking weirdly..." Twilight turned around to to her Temporal Station...

and saw a grenade primed, ready, and waiting just beneath the archway.

Rarity was totally unfazed as the explosion slung it's way through the garage complex, throwing Twilight into the same room just before the hologram wall onto her side.

Twilight stumbled to her hooves and pointed her front one at the leaving Rarity. Dark Energon studs popped out of the hoof and fired straight at Rarity, Ion trails emitted behind them as they aimed for her.

Rarity didn't care as the projectiles passed by her head harmlessly in bullet time, although one trimmed a lock of her mane off.

Twilight blew air out of her nose, a frustrated gesture, as Rarity exited the hologram entrance.

* * *

"Uh, wow." Bulkhead remarked, gathered with the rest of Team Prime in the Outpost after Rarity had concluded her story. (which had totally-not-conspicously glossed over the part where she tried to use Dark Energon and was exiled from the base, and also didn't mention Bulkhead dying, just that he was severly wounded.) "Sounds like you had quite an adventure!"

"I did." Rarity agreed. "I'm afraid, given my usage of the Station, some other ponies actions were undone by the flow of time...and therefore, I must request Miko being given an offcial welcome into the Wreckers."

Bulkhead looked more then a little confused by this, while Miko leaned over the railings, eager to for the invitation.

Optimus looked at the two of them, then back to Rarity. "While I do not feel that the control of time is a power that should ever pass to mortal hands, I appreciate that what you have done has restored one of my men to full health, Rarity."

Optimus smiled at her. A small smile. A quiet smile, but a smile. Seeing that expression of happiness on Optimus' anicent, creased weary face, it felt like a beam of sunshine was being launched straight into her heart...Rarity might've sworn Optimus' face was actually changing color from it. She was also beside herself with confusion that the bot smiling so radiantly at her had been the same one to give her the impression Hell was about to burst out around him.

"I also appreciate your wisdom in destroying the Temporal Station before Twilight Sparkle could realize the full extent of it's destructive capacity."

Rarity smiled sheepishly, though the knowledge of her crime wriggled in the back of her head...

* * *

Night time in the Griffin Rock rescue station, the Burns family was eating dinner. The room was quite peaceful despite the threat of a Terrorpony mayor waiting right 'round the corner.

The telephone rang.

"I'll get it!" All of the children volunteered at the sime time. Cheif Burns, sensing an impending catastrophe from his children all attempting to reach the phone at the same time, vetoed all them and got up to answer the phone himself.

"Chief Burns here. Mayor!...What? Oh, no, I see...we'll try helping you get a job soon." Cheif Burns hung the phone up and lowered his head.

"What?" Graham questioned.

Cheif Burns put his face in his hand and started rubbing his temples. "Luskey lost the election."

There was a moment of silence as the Cheif of Police let his kids figure out the rest for themselves.

Before anyone could despair over the loss, a knock was on the door. Charles, already being up, walked his way to it and opened it.

"Twilgiht Sparkle." Cheif Burns spat out at the sight of a mutanted unicorn at his door. "Come to gloat about your victory?"

"Uh, no, actually." Twilight replied. "I was hoping I could talk to Cody?"

"Absolutely not-"

"Dad, wait." Cody scooted his chair and hopped out of it. "Let's see what she wants..."

Cody brushed up against his father's leg, where both Twilgiht could see him and his dad could pick him up by his jacket and throw him back in the house, if need be.

"What do you want to talk about, Twilight?"

Twilgiht signed. Whatever she wanted to say was taking some effort to. "I know it would be awkward, the way I feel about Optimus and the way you feel about the Rescue Bots, but I was wondering...you see, I...you're a really sweet bot, Cody- uuggh!" Twilight did a odd mixture of a grunt and a sigh. "Look, what I'm trying to say..."

Twilight pointed her hoof at Cody, which made Cheif Burns jerk forward.

"Will you be my friend?"

Cheif Burns and Cody both had the same intial reaction of "What-huh-what!?" but Cody started thinking while Cheif Burns' was still dumbstruck.

After moments of hesitance and silence...Cody put his fingers on Twilght's hoof.

"I'll..._try_ to be."

Twilight nodded, picking up on Cody's meaning. "I understand. Thank you." Twilgiht's thanks sounded very, very relieved. The two of them parted appendages, and Twilight turned to leave.

Once she heard the Burns' family door close, Twilight felt there was a sufficcnet enough lack of witnesses for her to just teleport herself into her new mayor's quarters.

Well...here she was. In the Griffin Rock mayorial room. All those favors and services done to earn the apprecitaton and respect of the citizens had led to this.

She made her way to the chair and sat at the desk, where a quirky mixture of faxed human legal documents and naturally made pony scrolls were rested out for her.

On one scroll...was an ink drawing of what appeared to be the Temporal Station.

Twilight looked at it and smirked to herself. "Haaaaa...you tried, Rarity, you tried, but after that incindent with Star Swirl the Bearded's one-use only time travel spell-which I totally blew my one use on- did you really think I'd just let something like this go? No, no, no..." Twilight tsked, then drawled in a way that a certain mechanical purple dinosaur would approve of. "Nnnooo..."

Twilight sat back into the chair, thinking.

The Temporal Station could only move through time, not space.

Something she heard today started replaying in her head. Something she had heard early, but pushed aside to focous on other concerns...something that would be just right for the diabolical plan brewing in her mind...

_Shockwave's Log number three-eighty-nine..._

* * *

**Author's Notes for "The Impossble Knot"**

**Thundercracker, unlike some people (cough, Bob, Lockdown,) does exist in the Alinged contitunty family, and he IS a chemist. Him being the mastermind behind the Resonance Blaster is yet another something I made up, though. I've been doing that a lot lately, have you noticed? :/  
**

**English students will take issue at how I parsed the colons/semi-colons in the science logs, but I did it to try to make more of the individual's personality show through- like how Starscream's number is lower then the other two, or how Thundercracker works a simile into his log.  
**

**Also, there's something really, REALLY random I've been wanting to say, but it hasn't been appropriate to put anywhere, so here's as good as any I guess...  
**

**Opalescence XMister Pettypaws.  
**

**Discuss.  
**


	14. THE HANGING SWORD

**_Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only._**

**Darkryt Orbinautz presents...**

* * *

Twilgiht delicately stepped through the GroundBridge into the Outpost. Arcee, Bulkhead and Bumblebee all aimed their blasters at her, remembering how _well_ her last trip had ended.

Applejack, Rarity, Fluttershy, Pinkie Pie and Rainbow Dash were waiting for her at the Autobots' feet.

Twilight's eyes quivered with remorse. "I'm so sorry, everypony."

Applejack brought her hat over her chest and smiled at her. "Mighty appreciated of ya, Twi'..." Applejack's expression became somber. "But we're not the ones y'all need to be apologizin' to."

Twilight closed her eyes. "I know. Where is he?"

Rarity stepped forward and lead Twilight deeper into the base. it's daunting, Autobot-sized halls and doors made Twilight feel like she was about to be brought against the jury for her final verdict.

After some twists and turns, the two unicorns entered the med-bay, where Ratchet was monitoring Optimus Prime's life signs.

Twilight put a hoof to her mouth and squeaked sadly for the bedridden titan.

Irregularly shaped black steel plates with glowing runic blues were affixed to various parts of Optimus Prime's body, one over his lost optic, one over much, but not all of his chest/rib area, and one on each of his arms, pinning them to the bed. Similar, but different black circular plates were affixed to his leg, holding it together like some sort of Cybertronian version of stitches. Frigid air leaked off the tanks of coolant meant to keep him from melting.

"I'm so sorry." Twilight apologized, even though she knew Optimus Prime couldn't hear her. "This isn't what I meant to happen..."

Ratchet was skeptical at this. "Oh? And what, Twilight Sparkle, did you mean to happen?"

"I..." Twilight stammered. "I don't know...I just don't know."

Twilight walked closer to Optimus and put her head on his legs, nuzzling it apologetically. Pink, Dark Energon-tainted tears leaked from her eyes and onto Optimus' cobalt.

Rarity, all too familiar with Optimus' zero-tolerance policy on the stuff, skipped over and levitated a wipe to clean the tears off. She left the wipe on his leg so that Twilight's crying would fall on it instead of him.

"Optimus..." Twilight squeaked. "If there's anything I can do to make it up to you..."

* * *

_**HERE MEN FROM THE PLANET EARTH FIRST SET FOOT UPON THE MOON JULY 1969, A.D. WE CAME IN PEACE**_

_**-FOR ALL MANKIND:**_  
**THE HANGING SWORD**  
**72 HOURS EARLIER...**

* * *

The crisp chill of the night air wrapped around the Autobot base. Even with it's insulation, the low temperatures could be felt easily. Perhaps because the base had a draft somewhere.

It was getting so late, everyone decided to get ready to tuck in for the night.

"Come on, Miko." Bulkhead chided in his deep, baritone voice. "You know you can't sleep here."

"OOoh!" Miko groaned, crossed her arms and huffed. "Why not?"

"Because your host parents will worry if you're gone for too long!"

"My host parents worry when I'm home for too long..." Miko mumbled under her breath. "Can I talk to Rarity about something first?"

Bulkhead looked annoyed.

"Please?"

"Fine." Bulkhead groaned. "Five minutes."

Miko gave a salute. "It won't even take that long, boss!" she scampered off into the halls where Rarity and the other ponies were trotting towards their pens, which the Autobots were so kind as to hastily slap together.

"Hey, Rarity!"

Rarity assured the others she'd be right with them, motioning for them to go on, and turned around. "Yes, Miko?"

Miko kicked her leg backwards. She seemed somewhat anxious about what she was going to say. "Well...I'm a Wrecker now, right?"

"I would hope so, after the day I had that day."

"And you're...kinda sorta almost a Wrecker now, right?"

"I'd like to think so, yes."

"Soooo..." Miko twiddled her fingers together. "Does that make us sisters or something?"

Rarity was visibly taken aback by Miko's question. She looked around, trying to find an answer she deemed suitable. After a moment to consider it very carefully, Rarity took Miko's hand into her hoof and patted it. It made Miko feel kinda patronized.

"It does if you want to, darling."

"Huh..." Miko said, drawing her hand away. "If I want it to..."

_Eheep-Eheeink._ Bulkhead's horn bounced around on the walls.

"Oop!" Miko exclaimed. "Gotta go." She pointed over her shoulder with her thumb. "Our boyfriend's getting impatient."

Rarity chuckled while Miko ran off the way she came.

Rarity went into the room where her friends were waiting for, laying on beds made of hay. Applejack looked real depressed about sumthin'.

"Applejack?" Rarity asked sweetly as she used her tail to pull the door to her den closed. "What's wrong, dear?"

Applejack signed heavily. Very heavily, like there was weight equivalent to Bulkhead on her shoulders. "Ah heard ya talking to Miko jus' now, Rarity, and Ah...It made me sad."

"Why did hearing Miko and Rarity talk make you sad, Applejack?" Fluttershy questioned.

"C'os she said sumthun 'bout being sisters..." Applejack answered. "And that got me thinkin'...when was the last time Ah saw mah sister?"

"Just before we left for space!" Pinkie answered chipperly.

"And...how long ago was that, Pinkie?"

Pinkie raised her hoof to answer...but stopped and put it back down. "I don't know..."

Everypony looked down as they were all reminded of their families and other friends all Celestia-knows-how-far-away back on Equestria.

"Scootaloo..." Dash muttered.

"Pound Cake and Pumpkin Cake..." Pinkie added.

"Apple Bloom an' Big Macintosh...Gosh, poor Granny Smith even has probably realized Ah've been gone."

"Sweetie Belle..."

"Oh, Angel..." Fluttershy looked upwards towards the ceiling, where just above the roof lied the space and stars. The stars their destination... "I wonder if he and Bob would get along?"

Applejack brought her hat over her chest, an extreme depression on her face. "What- what if time travels differently on Earth? What if Apple Bloom and the Cutie Mark Crusaders have their Cutie Marks? What if we missed them all growing up?"

"Well..." Rarity muttered, trying to take over Pinkie Pie's job of keeping the positive flowing. "I think the best thing we can do now it just pray to Celestia that we can complete our mission soon and head back home."

A forceful thump caught everypony's attention. Tracing the sound to it's source, they saw Rainbow Dash had banged her fronts hooves against the door to her pen.

"Celestia's abandoned us."

That sentence...was wrong on so many levels. Celestia had sent them out in the first place because she had been concerned that some other innocent somethings-or-other were going to suffer at Discord's talons, and she had been right. But the Autobots had been able to beat him, so there was practically no point in coming to Earth...except maybe, of course, to get Twilight killed and resurrected as Terrorpony bent on spreading as much Dark Energon as possible!

In their downward-bound spirits, it was just so much easier to convince themselves Celestia had abandoned them.

It didn't help that those were the last words any of them said that night.

* * *

Charles and Kade stood outside Cody's bedroom, fully aware of how rude it would be to barge in unannounced and wake the poor boy up...but they needed to talk to him, and soon.

"Cody!" Chief Burns yelled, busting the door wide open. "Are you up? Kade and I need to talk to you."

Cody raised his arm over his eyes and groaned. "I am now. What is it?"

"It's..." Chief Burns sat down on the side of the bed, altering the leverage of the mattress and making sure Cody's attention was focused on him. "about Twilight Sparkle. Are you sure trying to be her friend is a good idea?"

Cody signed. "Well...She seems to really like me, Dad. She was also really nice when I pretended to work with her and MECH...I think she's been misled."

Kade and Chief Burns exchanged looks.

"Misled?"

"Yeah. She seemed like she thought she was doing the right thing, and realized she was doing something wrong- remember when she came back to apologize for infecting Dani? She knew she did something wrong...even if what she thought she did wrong and we thought she did wrong weren't the same thing. I think, maybe, if I can be her friend, I can help set her straight about the Bots"

"What are you going to do, Cody?" Kade grilled him. "Pull her aside and have a nice heart-to-heart talk about how the Rescue Bots are the good guys?"

Cody stared at Kade blankly, like Kade's questions had sapped all of his thinking power.

Then his hand shot outward and pointed at his older brother.

"That's a great idea!"

Kade's and Chief Burns' jaws dropped.

* * *

**DAWN OF THE SECOND DAY**  
**60 HOURS REMAIN**

Twilight wearily woke in the mayor's chair, scrunching up into it like a doughy ball.

"What?" The Terrorpony asked, unfolding herself and looking around. "Oh...I must've spent so long on the paperwork I fell asleep in the chair..." Twilight looked around to make sure it was appropriate time to be up. Hopping off her chair, she approached the windows of the city hall. Beautiful sunlight poured into the building, casting a bright glow into the building.

"Ahhh! The sun." Twilight signed in content, watching the roll of the ocean waves from the window. She turned away from the window and approached the desk, shifting through the papers.

"Hmm...hmm...what was I doing?" Twilight questioned to herself as the papers were all knocked askew by her hooves until she found the scroll with the Temporal Station specs on it.

"Oh yeah! Yes, yeees..." Twilight drawled. Reminded of her devious scheme, one that even Megatron would give two thumbs-up, she pulled out some blank scrolls and started drawing on them with a quill. When she was finished, two more pictures were on either side of the Station's specs.

One showed the GroundBridge control room from the Harbinger.

The other showed a cluster of Dark Energon.

Twilight, seemingly satisfied with the outcome, punched the intercom system on the desk that was now hers.

"Mister Alper? Has our former Mayor Luskey be assigned a new job yet?"

"Yes, Mayor." Mister Alper, one of Griffin Rock's non-Mayor politicians answered. "He's quite well working at Missus Nederlander's bed and breakfast."

"Excellent! I wanted to be sure he could still take care of his family before setting Griffin Rock to work on my project."

"What project would that be, Mayor?" asked Alper.

* * *

"A SPACE BRIDGE!?" Starscream exclaimed, looking on Twilight's diagram of the _Harbinger_'s computer with Silas and Novo on the sides of his feet. "Twilight, have you even looked at your plans!?"

"Of course I have!" Twilight replied. "I made them."

"Are you sure?" Starscream rasped in his deep low tone. "Because a Temporal Station, plus a GroundBridge, plus unicorn magic, divided by Dark Energon does not a Space Bridge make!"

Twilight alternated gazes between Starscream and the computer screen. She pushed her hooves on some of the buttons and altered the diagram so that instead read 'Temporal Station plus GroundBridge plus Dark Energon _divided by_ unicorn magic.'

Starscream stared at the altered diagram with a confused expression on his face. "That...could work, actually." Starscream shook his head. "But might I offer an alternative solution?"

"I'm open to suggestions."

"Back when I was still in the Decepticons' good grace, I had already set them to work building a Space Bridge." Starscream explained. "Why experiment from scratch when we could take our Morbots and lay claim to a Bridge that's already been prepared for us?"

Twilight tapped her her hoof against her chin, contemplating Starscream's suggestion. "Are you sure, Starscream? That sounds like it'll take an awful lot of resources..."

Starscream looked downed, then pointed a finger upwards. "Ah! But it would not only provide us an invaluable asset, but deny Megatron one as well."

That seemed to sell the idea to Twilight. "All right then." Twilight teleported herself off the control panel, then to the room's exit, and furthermore until she was inside her Commandbot's controls.

Twilight's Commandbot went into the room where the Iacon Artifacts were kept, and with just the teeniest bit of hesitance, pulled the Apex Armor's disc off it's pedstal and equipped it.

"Hmmm..." Twilight's Commandbot looked at the hanging hammer Morocco had acquired. She/it nervously reached out it's hand as if to draw it free of it's iron chains, but hesitated at the last minute.

Twilight's Commandbot turned away, to see Nemesis Prime standing in the doorway.

"Is...something wrong, Commander Sparkle?"

Twilight's Morbot shifted nervously. "Um...No, no!"

"Then...why do you not take the weapon?"

Twilight seemed reluctant to answer. Not wanting to make her creation worry, she grabbed her hammer and tore it off it's chains, snapping them as the huge thing was removed.

She swung the hammer around, making sure she knew it's exact weight. The Morbot she was piloting probably would've been crushed by it, but the Apex Armor gave more then enough force to toss it around.

"Starscream!" Twilight shouted, ready to proceeded. "Rally the troops and pilot the Harbinger for the Space Bridge's location!"

"Aye aye, Cap-i-tan!" Starscream shouted back.

The Harbinger quickly got headway to it's destination, heading for the Space Bridge the Autobots had used so few moons ago to restore their leader.

* * *

_Aboard the Nemesis..._

Megatron and Dreadwing walked into Knock Out's medical room, where the good doctor was making little progress in his studies.

"Daaargh!" The sports car Decepticon growled in frustration, the Red Energon splinters evidently not cooperating with Knock Out's latest attempt to decipher it. He noticed Megatron and Dreadwing observing him in the doorway.

"Please, doctor." Megatron noted. "Do not let stage fright prevent you from your progress."

"The Red Energon is refusing to cooperate, Lord Megatron!" Knock Out exclaimed. "I just can't solve it!"

"Then try something else!" Megatron snapped.

Knock Out signed, and resigned himself to what he was finding an increasingly fruitless endeavor.

Dreadwing took another look at the Red Energon trace.

"...Lord Megatron, I believe, based on Fearstorm's report of the Red Energon having been shattered-"

* * *

Team Prime and the girls were up and about in the base. Bumblebee, in particular, seemed kinda focous on the little piece of Red Energon Optimus had removed from Rainbow Dash. He picked it up and examined it, then went into the main control room with it in hand.

_Beep beep bleep beep eeep beep, beep eeep eeep?_

Optimus looked at the Red Energon and grimaced. "You are correct, Bumblebee. The Red Energon may have been shattered and rendered useless to the humans' research, but the Decepticons have proven capable of more desperate venues. Ratchet, prepare the Bridge."

Ratchet pulled the lever.

Optimus choose Bumblebee and Arcee to accompany him through the Bridge, going back to the site where the Red Energon had been founded.

The humans, thankfully, had yet to return to salvage their operation.

Approached the edge of the crater, the Autobots found that the crater had sapped dry of Red Energon remnants.

"The Decepticons have already scavenged the excavation site." Optimus noted ruefully.

Arcee pointed her blaster upwards. "You sure about that?"

Looking up, the three of them could see Dreadwing and some aerial Vehicons behind, flying for the crater. They transformed and landed on the opposite edge of the crater.

"Prime!" Dreadwing spat. "You and your Autobots runts have scavenged the Red Energon, haven't you?"

"No, Dreadwing." Optimus answered stonily, retracting his blasters. "We presumed your team had already done so."

Dreadwing glared at him, then crouched to examine the crater. "Then it would appear Twilight Sparkle's alliance have been the ones to take it."

Dreadwing and Optimus glared at each other. They both turned around and turned to retreat back to their respective hideouts.

* * *

Megatron made an incoherent noise of frustration.

"Twilight Sparkle now has access to the Red Energon!? Do you realize what this could mean, Dreadwing?"

Dreadwing clenched his fist. "I believe so...it means Twilight Sparkle could achevie hypersonic speeds and utterly blindside our ranks."

"Precisely." Megatron hissed. The Decepticon Lord slammed his open palm -not his fist, strangley- against a panel. "Knock Out! Double your efforts to discern the cause of the Red Energon's genetic mutations immediately!"

"_I'm working on it, Lord Megatron, but, um...do you remember our Space Bridge from a while back?_"

"Yes." Megatron answered. "...What about it, Knock Out?"

"_It's under attack by Twilight and her little friends!_"

"WHAT!?"

"_I said-_"

"GRAAH!" Megatron slammed the keyboards. "Decepticons! Twilight Sparkle must not be allowed access to the Space Bridge, no matter the cost!"

* * *

The Decepticon Space Bridge- a large silver circle like a GroundBridge terminal, but larger, was stationed inside an particular large Energon mine. The lighting from the Bridge's power made the purple mine look gray.

All around were the sounds of battle as Twilight's forces clashed with Megatron's. Morbots shot Vehicons, Vehicons shot Morbots.

"Hmm!" Twilight grunted, swinging the Forge of Solus Prime to smash an Insecticon down to size. "There's a lot more security then you said there'd be, Starscream!"

"Yes..." Starscream noted, hiding in the shadow of the Apex Armor, peeping out from behind it to take potshots with his missiles. "Perhaps because of the time I had to trade information with the Autobots in exchange for services."

"Graah!" Twilight exclaimed, grabbing a Vehicon by the head and throwing him against his compadre. Seeking to better utilize her new weapon, Twilight aimed the Resonance Blaster at another Vehicon, pushing him off the Space Bridge's platform with a pink laser blast shaped a like spiral.

"Huh. I wonder if this could be altered to make a Sonic Rainboom?" Twilight wondered out loud.

"A what?"

"I'll tell you later, 'Scream. Right now we need to focus on the Bridge!"

After slamming the Forge into another poor Insecticon's face, Twilight planted the hammer's pole into the ground beside the control and rushedly pushed the buttons on it with the Apex Armor's fingers.

"Alter the trajectory...calcuate orbit...annnd done!" Twilight exclaimed, pulling a lever. In the silver archway, the Space Bridge formed. It looked like a GroundBridge portal, but bigger.

"Starscream, take the Morbots and keep watch until I come back."

Starscream saluted.

Twilight's mech began approaching the Space Bridge, meaning to enter the portal and acheve the next part of her plan- whatever that was.

One of the Insecticon guards recovered and put a claw over his head. Looking up, he saw Twilight's machine headed for the Space Bridge.

With Megatron's orders ringing in it's head, the Insecticon improvised, charging up the platform and headbutting Starscream away from the controls. The shriek Starscream caught Twilight's attention. The Insecticon gutted two Morbots before they could blast him away, then used the poor bots to bludgeon away the other ones.

That done, the Insecticon punched something into the controls, causing what a valve with two handles to pop out the side of the platform.

Another Insecticon, having also recovered and caught wind of his brother was doing, leapt for the valve while Twilight was distracted fighting his bro. Grabbed the handles, and twisted it.

An obnoxious klaxon began blaring.

"What-what's going on!?" Twilight exclaimed.

"The Space Bridge!" Starscream answered. "The Insecticons have set it to self-destruct! Funny. I didn't they were smart enough to do that."

"I think we have bigger problems!" Twilight yelled in panic. Given how the Decepticons were all transforming and making a beeline to hightail it the heck outta there, she really didn't want to be in there when the Bridge went off. The Apex Armor folded it away just enough to let her Morbot's rockets work, and she jetted off with the other Morbots and Starscream's jet mode trailing behind her.

They all barely, just...barely made it out in time. The blast wave of the explosion all threw their flight paths askew, and Twilight just barely had enough of her wits about to use the Resonace Blaster to vibrate some loose boulders to pieces before they flattened her troop.

Lowering her vehicle to the ground, Twilight examined the collasped mine. Starscream and the Morbots lowered themselves besides her.

"Well, Starscream...I guess we're sticking with plan A."

"It would appear that way..." Starscream noted as a flaming piece of shrapnel fell from the sky to the ground just beside his foot.

* * *

Bryce was at his desk in the base, shuffling papers, waiting for some guests to arrive.  
Fowler walked into the door, and noticed there were two chairs in front of Bryce's desk. "You expecting someone besides me, General?"

"Yes, Bill, I am." Bryce replied.

"Fowler." A gruff voice said behind Fowler.

Fowler put his hand on his head, recognizing the voice. "Madison."

"What are you doing here, Fowler?" Madison demanded.

"At ease, gentlemen." Bryce commanded. "You're both here about some concerning reports I've been getting regarding suspicious activity."

"MECH?" Fowler answered.

"Close." Bryce answered. "Gentlemen, are you familiar with the organization of COBRA?"

"Yeah!" Fowler answered. "I loved their little SSS Mart. Whatever happened to thing, anyways?"

"A group of renegades discovered it was a front for a terrorist organization." Madison told him smugly.

"...Oh."

"Disregarding Fowler's inability to watch the news, Bryce, what about COBRA? It got disbanded when their headquarters was blown up, didn't it?"

"That's what we all thought." Bryce answered. "But it seems apparent, that despite that their heavy losses and true motives being revealed to the public, scouts say they've been spotting COBRA activity at early morning...and quite often in close proximity to where they saw MECH just over a week ago."

"So, what?" Fowler asked. "Are COBRA and MECH in cahoots with each other?"

"Whatever the case, I want it stopped before they make a resurgence." Bryce answered. "Fowler, Madison, I want you to work together to stop them."

At Fowler's and Madison's disbelieving expressions, Bryce pressed on.

"Madison's Walker robots should prove useful to your mission...especially when the brave soldiers who put COBRA down the first time are behind the wheel."

Fowler leaned forward. "And that would be?"

Bryce raised his eyebrow coyly.

"What if I told they were...your average Joes?"

"Huh?"

* * *

At an old abandoned warehouse out in the middle of a random forest, men in black suits were gathered with Adam stnading prominetnly in their group like a king.  
Inside the warehouse were the destroyed remains of the base after the yellow Autobot had trashed it in search of his T-Cog. A gray robot that was bare and shaped like a skeleton was damaged and rested on supports.

Cables and plugs lead to the center of the room from a bunch of outlets in various parts of the building. The metal wiring all lead into operation systems not previously there.

Adam stepped into the building and disappeared into the shadows. The noise of bent cloth zipped out from it, and Adam stepped out...in a dark blackish blue garb with a cowl masking his mouth, heavy boots that gave him the impression of menace, and his MECH mask removed, showing his horribly burned red face, bald and with blue veins visible.

"Ahhh...my fellow COBRA workers!" Adam exclaimed. "Long have we toiled under the tyranny of Silas' rule, awaiting the day we had the strength to break free and restore the name of our glorious empire! And don't even get me started on that unicorn!"

The 'MECH' agents all muttered in agreement with their leader's opinion, generally expressing some discontent about how Twilight ran things.

"But no more! For now, thanks to the help of our good friend, Doctor Thaddeus Morocco..."

Morroco, clad in a white lab coat, waved at the mention of his name while keeping his eyes on the center of the room.

"We can now put the Silas' efforts to their intended use...in the culmination of Project: Discord!"

Adam gestured a hand at the room's center.

Plugged into the terminals was a huge machine with a clear glass door, showing Discord's gray body inside. Jumper cables and wire jacks were attached to the Draconequus' body everywhere, and in a very painful-looking manner. A laser barrel was at the machine's top.

"Began the test run!" Adam commanded.

"Right away, Mister DeCobray!" Morocco saluted. He felt Adam boring into the back of his neck with his eyes.

"Cobra Commander." Morocco corrected himself, then pushed a button.

The machine swiveled on an axis and aimed at a sample of the Red Energon COBRA had sneakily stolen right out from the Cybertronian's noses.

"We're going to start small." Morroco explained. "We'll attempt to use the subject's reality-altering...ehr, magic to this Red Energon into Dark Energon."

The machine fired a yellow blast from it's spout, which hit the Red Energon dead-on and turned it into a big wad of gummy candy.

Cobra Commander growled quietly at the unintended result.

"Ehr, this can be remedied!" Morroco quickly assured him, familiar enough with Cobra Commander's attitude towards failuer to be worried.

"It better be." The Commander snarled.

* * *

Back over at Madison's base, Fowler and Madison were waiting in front of Madison's repaired Walkers for these mysterious 'Joes', giving each other dirty glares to pass the time. At least that's what they told people. They were really giving them because they were still bitter about their encounters regarding the Autobots (whom Fowler had yet to tell Madison the full details of, despite their encounters.)

The grass bent and blew in a breeze, alerting them that the 'Joes' helicopter had arrived.

The helicopter touched down just a few feet in front of the Walkers. Lieutenant Scarlet walked out with a pair of bodyguards in two.  
One was a man in an all-black full-body suit, with a gray visor over his eyes and two Japanese swords sheathed on his back in an crossed formation.

The other was a black (skinned) man in a suit equipped for espionage and a short, shaved chin.

"So you're the...Joes?" Fowler asked.

"Or 'Renegades', if you prefer, Special Agent Fowler." Scarlett said with a salute. "These are my partners, Snakes Eyes and Ripcord."

"Pleased to meet you." Madison said, extending hand towards Snake Eyes.

Snake Eyes was motionless.

Madison was off-put at his demeanor. "Ehh, what about you, Mister Ripcord?"

"What's up?" Ripcord said with a hand wave. "Heard you fellas needing a taking down of COBRA Industries?"

"Right." Fowler answered. "Reports have been coming in to suggest COBRA is trying to make a comeback, and fellow terrorist organization MECH is involved somehow."

"General Bryce wants us to use my Walker machines to stomp them out." Madison pounded his fist into his palm. "So let's go stomp 'em!"

Fowler, Madison, Scarlet, Snake Eyes and Ripcord all climbed into a Walker. Helicopters overhead with giant magnets equipped to them to carry the heavy metal vehicles flew into view.

* * *

Back in the Griffin Rock City Hall, Twilight, maintaining facades, tapped on Huxley's microphone with her hoof to make sure it was working.

"Seems fine to me." Twilight concluded, taking the microphone into her magic. "Roll tape, Mister Prescott!"

Prescott nodded and pushed a button on his floating camera-robot.

Twilight made sure she was in the camera's view, then began her speech.

"Attention, citizens of Griffin Rock! Your new mayor, Twilight Sparkle- that's me- has a total vested interest in your well-being. However, a pony can't let her concern for her fellow mare clash against her personal desires too much. That is why I am asking you, citizens, not as your mayor, but as your friend, to help me with my project. With the help of the Griffin Rock community, I intend to build a revolanary new machine known as a Space Bridge, which tear a hole into the very fabric of outer space! Neat, right? Back to the topic, I need as many helping hooves, er, hands, to bulid this machine and usher in a new age of technological revolution! Please follow the signs to the abandoned cavern just under the Griffin Rock laboratory."

Twilight put her hoof on the camera's lens, blocking it's view.

"I think that should do it, don't you Mister Prescott?"

"I suspect as much, Mayor Sparkle!" Huxley said with a salute. "'Though I must say, can this Space Bridge really tear hole in space, as you claim?"

"As long it's built properly, yes. Now if you'll excuse me, I have some other business to attend to..."

Twilight left the city hall, exiting it's grandiose doors. She saw Cody on the other side of the road.

"Cody!" Twilight exclaimed, waving her hoof. She teleported right across the road to him, the dimensional displacement preventing a passing car from so much as touching her. "What are you up to? Did you see my broadcast about the Space Bridge?"

"Uh, no." Cody answered. "Anyways, I wanted to talk to you."

Twilight pointed her hoof down the road urgently. "Can we walk and talk?"

"Sure."

The two of them began walking down the concrete, stopping at a crosswalk where the lights said 'don't walk'.

"So what did you want to talk about?"

"The Rescue Bots...and Optimus."

Twilight got a very annoyed expression on her face. "Do we have to, Cody? I was kinda hoping we kinda build our friendship..." Twilight circled her hoof through the air. "circumventing that."

Cody shook his head. "I'm sorry, Twilight, but the Rescue Bots are just in my life too much. They're like family-...no, they are family."

Twilight smiled softly. "That's sweet, Cody...but I don't want anything to do with the Autobots, Rescue Bots or otherwise, unless I have to."

"Why not?"

Twilight refused to give an answer.

"Twilight?" Cody asked.

"The crosswalk's changed." Twilight said curtly. When she trotted to the other side, Cody didn't join her.

Cody shook his head. "So much for that plan..." putting his hands into his coat pockets, Cody dejectedly walked back the way he came.

Twilight continued on her trek, travling through Griffin Rock's streets until she was outside the city and at the eponyomus mountain actually called Griffin Rock.

...Where the Harbinger lay hidden.

With her gossamer wings, somehow still intact, Twilight flew into the Harbinger to report to her fellows.

"Silas! Starscream!" Twilight called, flying into the bridge room. "I've sent out a broadcast that will have the citizens of Griffin Rock helping to build the Space Bridge based on the key instructions I've left in the form of signs."

"Brilliant, Twilight!' Starscream complimented, rubbing his claws together. Oh, the things they could do with a Space Bridge once the gullible humans had completed it!

Hey...speaking of things to do...

"Twilight Sparkle..." Starscream said slowly. "Once we have the Space Bridge, what do you intend to do with it?"

Twilight giggled coyly. "That's a surprise, Starscream! Hey..." Twilight's eye was drawn to the Harbinger's global monitors.

"What's that?"

* * *

_At Autobot Outpost Omega One..._

Ratchet loomed over the main control room's computers, as grumpy and surly as ever. Rainbow Dash and Fluttershy were lolling about the room while everypony else was off doing their own thing. Raf was in the room with his laptop.

"Rafael, I'm fixing to do a check for any energy readings that might pop up." Ratchet said. "Would you mind-"

"Helping?" Raf offered.

"Erh, yes..."

"No problem." Raf plugged his laptop into the Autobot computer and punched in a command on the keys.

A _blip-blip_ came out from Ratchet's monitor.

"Nothing unusual there..." Ratchet said. "Again, Rafeal."

Raf punched in the same command. The computer made the same noise.

Ratchet furrowed his browplates. "Nothing here, either...once more, and we should be done."

Raf gave Ratchet a thumbs-up and punched in the command a third time.

Ratchet looked over the monitor.

Ratchet put his hands on the computer's sides, quite clearly startled.

"By the AllSpark!" Ratchet exclaimed. He pulled out a microphone from a hidden compartment on the computer. "Optimus, get everyone in here now!"

Dash, Fluttershy and Raf raised their eyebrows at Ratchet's panic.

"Ratchet. what's wrong?" Fluttershy asked quietly.

Optimus, the rest of Team Prime, Applejack, Dash, Pinkie and Rarity all rushed into the room. The sound of tromping metal alternated with the hoofsteps.

"Ratchet?" Optimus inquired.

Ratchet turned and stepped aside from the computer. "You should take a look at this."

Optimus walked up to the computer while the ponies all leaned forward, on edge. Optimus put his hands on the computer.

"What?" Dash flew up to the side of Optimus' head to look at whatever was on the screen. "What is it!?"

"This signal is the same one our systems detected during Discord's brief reign here on Earth." Optimus answered.

Dash's jaw dropped.

"So, does that mean we found Discord?" Applejack asked hopefully.

Dash pounded her hoof into her other one. "That's we need to go and find out!"

"Agreed, Rainbow Dash." Optimus said. "Autobots, prepare to roll out!"

Madison's helicopter convoy flew over a trench. A suspicous-looking trench. It's wasn't naturally, it was man-made.

"Stop here!" Madison shouted. "The reports say the COBRA activity around here."

The helicopters smoothly lowered themselves and ejected the Walker machines from the magnets. Fowler, Ripcord, and Scarlet 'ooffed' from the impact. Snakes and Madison seemed unaffected.

"Forwards!" Madison ordered, pointing his Walker's gun. The troupe of human-made war machines marched upwards on the side of the trench until they saw what they were looking for.

COBRA, yes, COBRA agents were gathered around, with special types of tanks called 'HISS' tanks ready and primed. One HISS tank was much larger then the others, being just big enough to barely fit into the trench, and had a huge machine on it with a pod in it mounted to it's top.

"Unbelievable!" Ripcord exclaimed. "After what those creeps did to me, they have the guts to show back up?"

"That's we told you!" Madison exclaimed.

"Well, I didn't believe it at first..."

Fowler was starting to wish Team Prime was with them, backing them up, but he realized he couldn't rely on the Bots for everything.

Doctor Morocco climbed into the larger HISS vehicle, while Cobra Commander went out and started rallying his troops.

Naturally, he did so in song.

()

*The Return of COBRA*

Cobra Commander:  
My dear soliders!  
For much too long we have chafed  
Under the toil of Silas and his pets  
Waiting 'til we were strong!  
Now we are!  
Now we renter the fray!  
Under the command of Adam DeCobray!  
Doctor Morroco:  
Crashing through the sky,  
Comes a fearsome cry!  
Nowhere to run,  
Nowhere to hide,  
Panie sprrreading far and wiiide!  
(Commander holds up a globe holgogram)

Cobra Commander:  
YOU SEE THIS? THIS-

(Commander tosses the globe to the ground, smashing it's projector.)

(Drums)

Cobra Commander:

I will rule with an IRON FIST!

* * *

"He's singing!" Madison noted. "The fiend!"

Fowler scoffed at Madison's method of measuring fiendness. Jerking his shoulders, plugged into the Walker, aimed the blaster at the larger HISS tank, then stopped when he thought he saw something.

"Is that-?" Fowler questioned, leering his eyes.

"Is that what?" Scarlet asked.

"That's Discord in that tank!" Fowler exclaimed.

"Who?"

Fowler squirmed his way out of the Walkers' controls and pulled out his cell phone.

"Prime! This is Fowler. I think I've located Discord! Can you track my signal?"

"Our GroundBrige is already en route, Agent Fowler." Optimus assured him.

Fowler signed in relief, then shirked at the odd glares his teammates were giving him.

"Something you call to tell us, William?" Madison snarled.

"Uh, yeah!" Fowler answered.

A GroundBridge opened on the other side of the trench. Fowler saw it as oppurtunty to get out his prediciment.

"But I think they can say it for me." Fowler pointed to the Bridge, where hugmongous metal footsteps were echoing through.

Thoump...thoump...thoump...

...Wait, those didn't sound like Prime's footsteps. Prime's were more of a 'tromp' then a 'thoump'.

A towering gray figure with blue lines running through stepped out of the GroundBridge, with a funny shaped-gun attached to one arm and a ginourous hamme in the other's hand.

Fowler noticed the face of a Morbot inside and worrried.

Starscream and some other Morbots followed through, confirming Fowler's fear.

The titan aimed it's funny gun at them.

"Where is Discord!?" Fowler recongized the voice of Twilight Sparkle coming out of the titan.

"Who?" Scarlet asked.

"Discord!" Twilight snapped, then she realized the particular humans she was talking might know him. "Uh, big, scary dude that kinda looks a like a cross between a donkey and a serpent?"

Scarlet and Madison exchanged looks.

"Uh, no, sorry. Haven't seen him."

Twilight made a frustrated noise.

Another GroundBridge opened, just behind the troupe of Walkers. Team Prime and Twilight's Friends stepped of that one in full force (bar Ratchet...so, not totally full force.)

"Optimus!" Twilight exclaimed, aiming the Resonace Blaster at him. "Perhaps you know where Discord is?"

"We know no more about his whereabouts then you do, Twilight Sparkle." Optimus told her. "Only that the energy signuture of his magic was detected here."

"And that same 'magic' is about to be put good use on COBRA's behalf!" A shrieky voice screeched at them. Everyone turned around to see that the HISS tanks had begun to move, with Adam in a robot suit of his own that looked quite different then the Walkers or Morbots.

"COBRA?" Twilight turned to Starscream. "Isn't that the name of Adam's old organization?"

Starscream threw his claws in the air. "How I am supposed to know!?"

"Yes!" The burned man in the robot's cockpit yelled at them. "Yes it is! And I am Adam, but I prefer 'Cobra Commander'!"

"Adam!?" Twilight exclaimed. "Wow! I didn't recognize you with your mask off. What happened to your face!?"

"That is of no importance." Adam growled. "What matters is now, with the fruits of Project: Discord, COBRA will return and take over the world!"

"Project: Discord?" Twilight questioned. Altering the zoom on her Morbot's camera, she could see Discord, turned gray by his own magic, stuck inside the chamber of the machine. "Where did you even find him!?"

"Silas' lackeys found him some random cave somewhere. To keep you from asking unnessecary questions, he had me relocate him while contining to experiment on how to use Discord's magic for his own purposes! Naturally, I, with my brillant mind, stole the project right out from under him!"

Twilight and the other ponies were understandbly upset.

"...He knew?" Twilight questioned. "Silas knew where he was this whole time?"

"This WHOLE time!"

"He knew? I...why didn't he tell me? We...we could have avoided so much...the Iacon Relic Hunt...my dying...we..."

Twilight turned quiet for a moment of realization.

"Me and my friends could've gone home."

Starscream smirked, seeing his oppurtuniy to extract vengeance and sever ties. "I should mention, Twilight Sparkle, that when I came to rescue from MECH's cluctchs, Silas and his men threatend me unless I convinced you to aid them."

"They did WHAT?"

Rainbow Dash flew up into the air into the Twilight's Commandbot view. "Now do you see that MECH are the bad guys, Twilight?"

Inside the Morbot's cockpit, Twilight closed her eyes.

"Yes, Dash. I do."

Twilight twirled the Forge of Solus Prime in the air and readied to bat Cobra Commander's mech.

"That's the Forge of Solus Prime!" Arcee whispered to Optimus. "How'd she get it?"

"I do not know. It is likely she librated it from Decepticon hands, but the specifics elude me."

Adam screamed fired a missle from his robot's arm.

All the leading officiers of thier respective groups gave orders.

"Arrest them!"

"Autobots, maintain positions!"

"BLAST ADAM'S MACHINES TO THE SCRAPYARD IN THE SKY!"

Optimus shot his Ion Blaster at Adams's rocket, blasting it out of the sky. The Joes, Fowler and Madison put the Walkers' firepower to good use blasting at the HISS tanks while Morroco's larger one slugged it's way through the trench.

"You think you're the only ones who know to build giant robots!?" Cobra Commander screamed, aiming his cannons at Team Prime and firing. The Autobots scattered to avoid the blast.

"Aaaa!" Twilight charged at Adam's machine and swung the Forge through it, smashing it's left arm off. Adam made the machine hop out of the way before she could smash it anymore.

"Behold!" Morroco's sneering drawl yelled from his vehicle. "The awesome power of my intellect, put to good use! Better use then our dear Madam Sparkle could ever think of!" It was clear from the way he spoke that he was nursing a grudge on Twilight for some reason.

The Discord machine aimed it's blaster at Twilight's Apex Armor, but the shot dispersed uselessly against the more-or-less invulernable metal.

"Raarg!" Morroco readjusted the machine to take out Twilight's Morbots. The forcefully harnessed magic turned the Morbots into various things, like rubber ducky bath toys and stacks of hula hoops.

"It is likely that Twilght's Apex Armor is unaffected by Discord's magic due to it's origin." Optimus concluded as he blew open another HISS. "Avoid Morroco's fire!"

Arcee and Bulkhead nodded, while Bumblebee transformed and scampered off.

Deftly swerving his way through the tanks with the agility that justified his rank of 'Scout', Bumblebee skidded his way around to Morroco's slowly crawling tank, converted back into robot mode and leaped on top of it.

"What are you doing!?" Morrco exclaimed. "Get off!"

The Discord Machine swiveled and whirred, trying to throw the Scout off, but Bumblebee was nimble enough to dodge it. When he saw his chance, he plunged his fist into the pod, breaking the black glass, grabbed Discord, and tore him out of there. There were little cuts on Discord's body from the cables being so forcefully removed, but he seemed to appreciate being saved from COBRA too much to care about it.

"Oh, thank you so much!" The gray Draconequus exclaimed. "It was just dreadful in that machine. Awful, just awful I say! Thank you much old beEEEAAN!"

Bumblebee threw Discord over his shoulder into the dirt, then plunged his fist into the HISS tank's cockpit and pulled Morroco out.

"Aargh!" The good doctor screamed, hanging from Bumblebee's fingers by the scruff of his tasteful jacket. "Unhand me you brute!"

_Bee-beep._

Bumblebee flicked Morroco aside, tossing him just in front of the Walker squadron.

Fowler navigated his Walker just so, making it's foot pin Morroco down.

"What?" Cobra Commander shouted, turing around. "What's going on!?"

Twilight took advantage of Adam's distraction, raising the Forge overhead and slinging it against his machine, utterly smashing it and sending the treacherous commander flying. He landed just a few inches away form Morroco, where Fowler then altered the machine to pin them both down.

Starscream fired both his arm rockets the remaining HISS tanks, blowing them up.

"Hmph!" Twilight slung the Forge over the Armor's shoulders and turned to walk away.

Team Prime and the Joes continiued firing until the HISS tanks were reduced to such a number that the COBRA soliders were forced to recognize they couldn't win. They stepped out of their tanks and raised their hands in surrender.

"What are you doing!?" Adam shrieked at them. "Fight, you fools! To the death!"

"Adam DeCobray, you, Morroco, and your little cronies will be taken into custody by the United States Speical Services." Fowler informed him.

"No! No! Impossible! How was I...beaten.._.twice_!?" Adam hissed.

Madison and the Joes approached Fowler.

"You still haven't told us about your friends there, William."

Fowler grinned nervously. "Uh, well...you see...they're...uh...guys? Help me out here?" Fowler turned his head, but the Autobots and ponies were already out of sight. "Scrap."

Up ahead where Fowler couldn't see, Team Prime and the girls were gathered around Discord, who was quite content to just lay there like some freak show attraction if it meant no more experiments on his body. The ponies in particular were off-put by the the injuries he had sustained.

"Gosh." Applejack said. "He don't look none too good, does he?"

"Certainly not." Rarity agreed. "He's had a tough time...I _almost f_eel sorry for him."

"Uh-huh. An' he's all gray, too. Remember when he did that to us? The only way we got snapped out of it was Twilight reminded us who we really were...Ah don't there's somepony around to do that fer Discord...Gosh, it almost seems wrong to use t'ah Elements on 'im!"

Applejack's expression made everypony realized something.

"The Elements! Where's Twilight?" Everypony (Autobots included) began looking in search of Twilight's super-machine, with no luck to it.

"Tarnation!" Applejack swore. "Where did that girl git off to?"

"Until such a time where we can locate Twilight Sparkle's whereabouts, it would be best if we were to put Discord into containment at base." Optimus said. Everypony agreed. Optimus activated his comm.

"Ratchet, prepare the GroundBridge!"

* * *

_Back at the Harbinger..._

Silas was leisurely strolling through the ship's halls, not too terribly concerned about whatever goose chase Twilight had been on. It's not like it was something that affected his operations, right?

"Silas." Twilight said from behind him with a chill in her voice. Silas wasn't easily intimated, so he turned around without fear.

"Yes, Miss Sparkle?"

"Adam told me you knew where Discord was, and had him relocated so I wouldn't find him."

Silas grit his teeth. Curse that DeCobray! "What of it, Miss Sparkle?"

Twilight began approaching him. "In addition to that, Starscream told me when he came to rescue me from you, you threanted him to so you could convince me to help you."

Silas started backing away. "I will not deny that."

Silas felt his back against a wall. Turning around, he saw it was one of the plague victim's foot. He looked at Twilight.

He was stuck between her and her servant.

Reacting quickly and using his combat training, Silas pulled out a combat knife from his pocket and lunged at her. His limbs stopped in the middle of the air, grabbed Twilight's magic.

"Tell me anything else you haven't told me, Leland Bishop." Twilight snarled.

Silas attempted to move, to kick his assailant, to do something, but his entire body was immoblized by her power.

Silas closed his eyes in acceptance of his fate. "Go to the bridge. There's a little panel we attached to the bottom of a computer. Inside it are mine and Adam's laptops. There's infomation of Project: Mechanoid, Project: Damocles, and Adam's Bio-Viper experiments."

"Is that all?"

"Yes."

"Good."

Twilight blasted a huge laser of magic at him, threwing upside down against a wall.

With his vision fading into black, the last thing Silas saw was the bottom of Twilight's hooves as she approached him. Then her head, slightly lowered so he could see her face.

Silas blacked out.

Twilight looked up at her Terrorcon. The Dark Energon inside her pulsated as she gave it's command.

"Get the others and make sure all MECH personnel is ejected from the ship!"

The Terrorcon moaned in acknowledgement, then shambled off.

Twilight walked the other direction, heading for the bridge. She could ocanisannly hear the sounds of gunfire -and screaming- as MECH attempted to resist being thrown overboard.

Once she got to the bridge, she followed Silas' instruction to check the bottom of the ship's computer for a compartment...and sure enough, there was Adam's laptop and Silas'. She opened Silas' first, having no interest in whatever these 'Bio-Vipers' were.

"Project Mechanoid...an attempt to fuse a human mind into a robot body..." Twilight read aloud. "Interesting...hmmm...progress is slow because of insufficent tech to properly transfer mind into body...Neuron refractor found in old Harbinger files may provide a solution."

Twilight continued reading.

"Project: Damocles...a laser satellite with a high-grade {} laser that can target anywhere on the planet...project was mothballed due to being too destructive and Leland Bishop was fired as a result..."

Twilight closed the laptop shut with her hooves.

Starcream was strutting through the Harbinger, swaying the bucket of Red Energon he had liberated from the warehouse and beatboxing under his breath in celebration of his betrayal to Silas.

"Starscream!" Twilight yelled. "Prepare the science bays! I have an idea on how to...'punish' Silas."

Starscream rubbed his claws together, eager to dole out vegeance on Silas, perhaps more so then he had the right to. He walked away with a swagger in his step.

* * *

**DAWN OF THE SECOND NIGHT**  
**48 HOURS REMAIN**

Cody slid down the firefighter pole into the lower part of the Rescue Station to report his success -or lack thereof- to the Rescue Bots.

"Did it work, Cody?" Heatwave honked out, resting in his alt mode.

Cody shook his head. "No. She said she wanted to build a friendship with me around the issue of you."

"Hrrn."

"Oh yeah, she also said something about building a Space Bridge."

The Rescue Bots all transformed in alarm.

"A Space Bridge!? Cody, do you know what that is!?"

"Uh, no?"

"A Space Bridge is an ancient piece of Cybertronian tech used for near-instant travel across the solar system." Chase explained. "Did Twilight Sparkle mention her intentions for the Space Bridge?"

"No."

Heatwave pounded his fists together. "Then we can't afford to find out. I'll contact Optimus right away."

Back on the ship that had recently been forcibly converted from 'MECH alliance' to "Twilight and Company alliance' possession, Starscream had been invited by Twilight to waltz in the room and see the result of her project she had him prepare the lab for.

"What...is that?" Starscream questioned, staring at a huge, Apex Armor-sized, red and silver non-Cybertronian robot with plugs hanging from the wall plugged into it. Huge red panels were wrapped over it's shoulders. It's hands weren't quite clawed, but they definitely weren't hands, having four digits. One cable was actually wrapped around it's chest and plugged into itself. It's head was like a blachsmith mask.

Twilight pulled down a lever. The machinery hummed as it came online.

It's head turned, examining it's hands. It attempted to jerk free of the cables.

"What have you done?" Silas asked, but Starscream couldn't see him. The Seeker looked around for the human, not seeing him anywhere.

"Oh, you don't like it?" Twilight cooed, resting her legs on the railings. "It's your own Project: Mechanoid! I even used the Neuron Refractor like your file said!"

Starscream pointed his finger out at the robot. "Is Silas-"

"Inside?" Twilight finished. "Yes."

The robot jerked again, this time sucessful in breaking free of it's restraints. Now unbound, Silas examind his new robot hands again.

"The perfect fusion of man and machine..." Silas' robot head looked at Twilight.

"Oh yeah, since you brought that up..." Twilight said. "Dark Energon isn't good for humans, but does wonders for ponies and machines!"

Silas and Starscream quickly got onto her meaning.

"And...as I am now a human and a machine..."

Starscream looked up at Silas' new robot body, then to Twilight. "What abomination have you created!?"

"The 'abomination' that will provide me with a distraction to keep the Autobots from detecting my Space Bridge." Twilight answered.

Silas crossed his arms. "What makes you think I will be so willing to cooeprate with you now, Miss Sparkle?"

Twilight didn't look amused. She draped the front half of her body over the railings, where the Dark Energon in her chest was readily visible. It pulsated.

Silas and Starscream stared.

After a few seconds passed, Silas' visor glew purple, and he got on one knee.

"I am here to serve you, Mistress."

"Yes you are." Twilight said, satisified. She looked downwards at the Dark Energon in her chest, then started eyeing Starscream.

Starscream shifted his optics around the room, kinda hoping Twilight was staring at something other then him.

"Ehheh...Why are you...looking at me like that, Twilight?"

* * *

_At Autobot Outpost Omega One..._

"I can't thank you enough for saving from those awful brutes!" Discord exclaimed. He snapped his fingers and made a feather duster appear in his talon. "Here, let me clean your base!"

Discord started rising up to the ceiling, but Ratchet grabbed his tail and pulled him back down, uncomfortable with the idea of Discord running loose in the base, even if he was all grayed out.

"That will not be nessecary, Discord."

"Oooh, are you sure?" Discord whined.

"Yes." Ratchet rather quickly informed him.

"How come Twilight didn't stick wit us long enough to blast Discord?" Applejack questioned outloud. "Ah mean, she said she knew MECH were t'ah bad guys now, didn't she?"

"Yeah!"

_Beep beep beep eeee dwo-oooh._

"Bumblebee is correct." Optimus said. "While Twilight Sparkle has acknowledge MECH's impure intentions, she said nothing of Starscream. It is not unreasonable to assume Starscream has taken the chance to convince her to overthrow MECH and take over the Morbot army for his own, unhindered use."

"Even if we did have Twilight with us, how are we to get back home?"

All the ponies looked downward in dispair.

A familiar, if not often heard, computer beep went off. Optimus left for the room that held his computer he used for the Rescue Bots' contact.

"What is your status, Heatwave?"

"Twilight's trying to build a Space Bridge on Griffin Rock!" Heatwave informed him. "And she's somehow shanghaied her way into being it's Mayor, so there's not much we can do about it. Any ideas?"

Optimus cusped his chin. "To become Griffin Rock's Mayor, it would have been nessecary for Twilight Sparkle to reveal herself to it's populace...it would be best if we understood Twilight's true motives for building a Space Bridge before taking action. She may very well wish to use it simply to return to her home world of Equestria. I suggest you send your human allies to infilitrate the build site."

Heatwave huffed reached his hand over the screen and terminated the communciation.

Chief Burns and Chase rolled down the street, under the speed limit.

"Cheif Burns, if you do not mind my asking, how are we to locate Twilight's Space Bridge?" Chase asked from his dashboard.

Chief Burns looked Chase's passenger window and saw a wooden sign on two post with some nice-looking caligraphy on it.

_Interested in helping with the Griffin Rock Space Bridge Project?_  
_Go This Way! - _

"Somehow, Chase, I don't think that It'll be a problem." Burns steered the wheel to follow the sign's direction, where more signs with red or green painted arrows were dug to guide them to the Space Bridge's location.

Just as it became evident the signs were going to lead them into the eponymous Grifin Rock, Twilight Sparkle seemingly appeared from thin air to block their path.

Chase hit his brakes and opened his door. Burns got out and approached Twilight.

"Hey there, Cheif!" Twilight greeted with a friendlyness that was almost mocking. "What are you up to?"

"I, uh, want to help with your Space Bridge, of course!" Burns fibbed.

Twilight shook her head. "Oh, no no no! I can't let you do that." She turned Cheif Burns around with her hooves and started wheeling him back towards Chase. "As your Mayor, I need to make my Cheif of Police is out there on the streets, policing!"

"But-"

"No buts or you don't get your cookie, mister." Twilight shoved back into Chase's driver seat and closed the door before trotting off.

"That did not appear to go as planned." Chase monotoned.

"No, it didn't..." Cheif Burns noted ruefully. Then he snapped his fingers. "Chase, I have an idea!" He pulled out Chase's built-in radio remote. "Cody, I need you to do something..."

A quick return drive to the Rescue Station and Cody was in Chase's passenger side.

"What is it you need me to do, dad?"

"I need you to follow the signs to find Twilight's Space Bridge and figure out what she intends to use it for."

Cody seemed not keen on this idea. He looked uncomfortable in his seat.

His father noticed. "What's wrong, Cody?"

"Well, it's just...I already kinda abused Twilight's trust once." Cody explained. "And I would like to be her friend...but then there's the Autobots and MECH. I don't think she'd like if I pretended to be her friend."

"Cody, have you ever heard turnabout is fair play? Twilight just wants you to be her friend so she can get you to spy on Team Prime."

Cody wasn't so sure of that as his father was. Staring out the window, he looked at the signs.

"She came out in the middle of the night just to talk to me..."

Cody felt the rumble Chase's wheels stop, meaning it was time to get out. After doing so, Cody followed the signs directions on the sidewalks, finding Twilight walking, following the same signs just a few feet in front of him after he had traversed some distance.

"Eh..."

At Cody's nervous whimper, Twilight's ears perked up. She turned around and was quite elated to see him.

"Cody!" Twilight rushed forward to greet him. "Did you change your mind about helping with the Bridge?"

"You could say that..." Cody answer quietly, not looking Twilight in the eye.

Twilight glared at him. "You're not spying for the Autobots, are you?"

Cody chuckled nervously. "Well, uh...why would you ask that? Haha! That's silly. You're silly. You're a silly pony, Twilight."

"Cody. If you can't be my friend because of the Autobots, just say so. Don't...don't string me on. Please."

Cody felt rather like he was between a rock and a place.

"Twilight, I would like to be your friend- you don't seem like a bad person-"

"Pony."

"What?"

"Nothing. Go on."

"Right...anyways, MECH are not the good guys!" Cody swiped his hand across the air for emphasis.

"Oh. I figured that out." Twilight said. "I had my Terrorcons through them all overboard."

Cody raised his eyebrow. "Terrorcons?"

"Undead Autobots."

"Undead Auto-!?" Cody shook his head and covered his face. "Okay, this is coming at me way too fast...where are the MECH dudes now?"

Twilight chuckled sheepishly. "Eh-heh...um...they're...writhing in pain on the Griffin Rock mountain ledges."

Cody stared, transfixed at how lightly Twilight was taking this. "I'm not sure I want to be friend anymore if you just leave those guys lying there like that!"

Twilight pouted.

Cody, realizing his error, threw his hands out. "No, wait! I didn't mean it like that! I just...that's _mean_, Twilight."

Twilight nodded. "Yeah...tell you what; you go get your dad and he can take Chase and arrest them all properly!"

A moment of quiet ensued as neither party knew where to steer the conversation after that.

"So! About that Space Bridge..."

"Yeah, yeah, sure!"

Twilight reached over, bit the scruff of Cody's shirt, and threw him over onto her back.

"You caught me at a good time. I was just on my way to check how it was progressing."

Twilight galloped her way to the Griffin Rock mountain. As he was bounced on her back, Cody saw with a start that Twilight's Space Bridge was inside the old cavern that was part of the Sancturay Plan.

"Twilight, you do realize your Space Bridge is inside the Santuray's Plan's Shelter? As in, the one was too unstable to use!?"

"Yeah." Twilight assured him. "Don't worry. I've reinforced the structrue with my magic intensely. There's no way it'll fall apart unless somepony goes out of thier way."

"Huh..."

Twilight brought him to the cavern that was the abandoned, non-functioning 'Sancturay', where a large silver circle was lying flat on the ground with another silver circle mounted upwards on it vertically. Wooden pillars were scattered about the cavern, giving the ocanisonal sparkle that suggested magic enchancment. Various citizens of Griffin Rock, from jocks with nothing else to do, to kids who were really only there because everyone else, were using tools on the circles, following the instructions given by the walls in the form of huge blueprints stamped to them.

"So...what are you going to use the Space Bridge for, exactly?" Cody asked.

"That's for me to know and Optimus Prime to worry about." Twilight rather naughtily told him.

"Mmm." Cody took another look at the work force, a bunch of people thinking they were just doing a strange community project for their new mayor, but Cody knew better.

...But could he really bring himself to actually do something about it, given how clear Twilight's liking to him had become?

DAWN OF THE THIRD DAY  
24 HOURS REMAIN

Twilight trotted into the Harbinger's bridge, where the 'Cybernetic Lifeform Augumented By Symbiosis' or "Cylas" ("I see what you did there." the Terrorpony informed him.) was mapping out the location of his Damocles satellite.

"The satelite will be here." Cylas pointed to a center point in his map.

"You sure about that?"

"It's unlikely my former companions will have relocated it, considering the reason they terminated me to begin with."

"Excellent!" Twilight said. Then she gave him an evil eye. "You understand why I'll be upset if the satelite isn't there?"

"I do, Mistress."

"Good. Starscream!" Twilight shouted. "Prepare the GroundBridge for the military base!"

* * *

"If Twilight Sparkle is unwilling to discuss her plans for the Space Bridge, it is logical to assume her intentions are not as innoncent as we had hoped." Optimus told Heatwave through their computer. "Heatwave, you and your team will be in a legal jeopardy if you attempt to interfere with the Mayor's intentions. My team and I will arrive there to sabotage the Space Bridge shortly."

"All right, Optimus. Thank you, sir." Heatwave saluted, then logged out.

"PRIME!" so went Agent Fowler's catchphrase as it rolled through the halls off the comms.

Optimus went into the main room to see what Fowler needed. "What is it, Agent Fowler?"

"We got reports coming in that Twilight's Morbots are attacking a military base." Fowler explained.

"Why would Twilight want to attack a military base?" Arcee questioned, looking at Rainbow Dash. "It's not like they've been attacking her, is it?"

"We must not forget that General Madison's attempt to defend his airspace altered the course of Twilight Sparkle's plan to siege the Decepticon Warship." Optimus reminded them.

"Say, speaking of Madison, why can't you just use his Walkers?"

"Cause of what happened yesterday with COBRA. And I got a answer for your question." Fowler said. "This base is the location of Project: Damocles. An experimental satelite with a high-intesnity beam that can cut through steel like butter. It's the work of madman. And in Twilight's hooves..."

"A threat to anyone, anywhere on the planet." Ratchet realized. "Optimus, we can't let Twilight get that satelite!"

Optimus looked somber. "Lest the Greek anecdote of The Hanging Sword is made manifest. Autobots, roll out!"

The ponies all tensed up to sprint through the Bridge.

"Ponies, given our recent guest..." Optimus turned to Discord, then back to them, "I believe it would be best if you were to remain and stand guard over him, rather then assist with our mission."

Rainbow Dash, but had leared by now not to argue with Optimus... too much.

Optimus, Bumblebee, Bulkhead, and Arcee all ran through the GrounBridge, transforming on their way in.

()

Twilight's Apex Armor-clad Morbot and Cylas stepped through straight into the military complex in search of the Damocles satelite.

The Autobot's GroundBridge appeared before them just after they arrived, much to their displeasure.

"Twilight Sparkle, stand down!" Optimus ordered, his team's arm cannons raised.

"No, no, I don't think I will." Twilight told him.

"We have Discord in custody! Accompany us back to our base so you and your friends may use the Elements of Harmony on him and return home!" Optimus shouted.

"NO!" Twilight insisted poisonously. "There's- There's something I have to do!"

Optimus looked to his team, wondering if they agreed that Twilight didn't sound quite right.

"These humans..." Twilight gestured to the evacuted base. "They're such a poor specius, don't you agree, Optimus? They can't reap the benefits of Dark Energon like I can..or you could."

"Dark Energon corrupts and destroys everything it touches." Optimus narrowed his optics at her.

"I disagree. In fact, I'll think you'll find that Silas also enjoys Anti-Spark's wonders." Twilight gesutured to the robot next to her.

The Autobots looked at Cylas' new body with curiosity, confused as to how this could be Silas.

"Allow me to reintroduce myself. I am a Cybernetic Lifeform Augemented By Symbiosis." Silas flexed his hand, then took into a fighting a stance.

"I thought it was sad humans couldn't use Dark Energon, so I tried to figure out a way they could, and wouldn't you know it: merging a human with his own robot project solves the issue quite handiliy!" Twilight happily eleborated, despite the Autobots' increasingly apparent horror.

"Twilight Sparkle..." Optimus said, tranfixsed by Cylas' Dark Energon-hued visor. "You have made it so humans can also suffer Dark Energon's narcotic effects? What sin against nature have you wrought!?"

Twilight's hubris in her technical ability showed in her dismissal of Optimus's qualms. "Oh, psshaw! I prefer to think it of him as the next step in technology. Speaking of technology, Cylas! Distract them while I grab the satelite!"

Cylas banged his knuckles together. "Your wish is my command."

Twilight's Morbot turned and ran off towards the actual building.

"Autobots, pursu-HRRRRG!" Optimus lead his team after Twilight, but Cylas blindsided him with a fist to the cheek.

Bulkhead fired his arm-blasters, with little effect. Cylas grabbed him by the head and used him to bludgeon Bumblebee and Arcee onto to their backs, but when he turned around to do the same to Optimus, the Prime had gone.

Optimus, in vehicle mode, drove through the military base and swerved at the sight of Twilight's machine to intercept.

"Twilight Sparkle!" Optimus transformed and fired a shot at the Armor's back.

Twilight made her machine turn around to face him. "What is it, Prime?"

"That hammer you carry on your back is the Forge of Solus Prime. It belonged to Solus Prime, one of the orignial Thirteen."

"Why are you telling me this?" Twilight asked annoyedly.

"Only so that you will understand what it means when I say that the Forge is mine by birthright. I beseech you, Element of Magic, return to me what should be mine." Optimus offered his hand, and the hope and desperation in his optics was so thick as to be solid matter, rather then emotion.

Twilight's Morbot looked down at his hand.

"Nnnaah."

Twilight's Morbot fired the Resonance Blaster at Optimus, pushing him along the concrete with a spiral pink blast of concentrated sound.

"Hmm...sub or super sonic!?" Twilight wondered, making the Resonace Blaster's blast increase in diameter -and force to the point it sent Optimus hurtiling onto his back. The Autobot leader incapcitated, Twilight got back on course.

Optimus groaned, rolled over, and tried to push himself back onto his feet, but a heavy blow to his back pushed him back down.

"Imagine the look on Mistress' face when I bring her your severed head!" Cylas gloated.

"Shock and disgust at the bodily mulitation, followed by rejoice at my demise." Optimus told him straight-forwardly.

Cylas leered at him. "I hope you realize your penchant for ruining fun, Optimus."

"It has been brought to my attention in the past." Optimus averted his gaze. "Perhaps more often then I would be willing to admit..."

Cylas put his hands together and raised them dramtically, ready to smash them straight into Prime.

"Cylas!" Twilight shouted, coming back with a huge crate in the Apex Armor's hands that seemed just the right size for a suitcase of the huge suit. "We have what we came here for. Bridge us out, 'Scream!"

Their GroundBridge opened just to the side of them and the two huge robots sprinted towards it.

Optimus raised his arm, converted it to blaster form, and attempted to fire at them as they retreated, with no success.

He switched his arm back into hand mode and pushed himself up to his knees before standing up completely.

Turning around to check his team's condition, Optimus activated his comm.

"Rafael, complete whatever business you may have today quickly. Twilight Sparkle has stolen an experimental military satelite. We may require your technical apitude to counteract it."

"Got it, Optimus."

Cody hunched over the side of the Space Bridge's base, prying a panel open with a monkey wrench and having a weight in his chest. He didn't want to hurt Twilight, but his family had been pressuring him to do something, and either way, he was going to let down someone...might as well stick with the family.

A purple light flashed in from the cave's entrance.

"No!" Cody thought out loud. "She can't come back yet! I haven't finished-"

"Everything all right there, Cody?" A concerned citizen asked.

"No. But you can't really help..." Cody honestly answered.

"Hello everypony!" Twilight's tone was jovial and friendly...making Cody wince as he knew what was coming. "I've just come to check up on everyone. Everything okay?"

"Yeah-huh." The citizen nodded, then gestured to Cody. "But something's troubling poor Cody 'ere."

"Cody? He's here!?" Twilight exclaimed, neck darting around in search.

Cody facepalmed. Not that the citizen could have known anything...

"Cody!" Twilight yelped, running up to him. "You changed your mind about helping?" Twilight was quite obviously very excited at the prospect of him helping.

Cody grimanced. "Uh, you might say that."

Twilight's exciment transformed into worry. "Might?" Twilight stepped over the edge and looked at the open panel Cody had been working. "Cody, this doesn't follow the instructions on the walls...do you have reading problems?"

"No..." Cody groaned, covering his face with his hands as he felt the disappointment coming.

"You..." Twilight said slowly. "You were trying to sabotage it, weren't you!?"

Cody could only nod weakly.

"I..." Twilight stutted. "Cody! I told you not to string me along! And you know what you did!? You strung me!"

"I-I know, Twilight, I'm sorry- but-" Cody raised up to look Twilight in the eyes...and instantly regretted it. Her violet irise were just ever so slightly dilated, and she was snorting.

"You...humans...are..."

Cody saw his older brother climbing on to the base.

"KADE WAIT DON'T!"

"YAAAH!" Kade charged forward with a fire-ax gripped tightly in his hands. Cody's scream, however, had put Twilight on alert, and she gazed over her shoulder-eqivalent area. She bucked Kade in the chest, pushing him to his back and making drop the ax.

Kade was still concious, and reached for the ax, but Twilight's tail curled around it and lifted it out reach.

"Ooh, you humans do love your fire axes, don't you?" Twilight mused, using her tail to pin Kade down with the ax's handle driving into his stomach.

Twilight snorted at Cody and swept her hoof across the air. "Both of you get to the City Hall. I, as your Mayor, have an announcment to make."

Twilight raised the ax in her tail, slamming the blade into the base just besides Kade's head, and teleported out.

Kade got up slightly and looked at his little bro. "That doesn't seem good..."

* * *

The Burns family navigated their way through the crowd.

"Twilight really made sure everyone knew she had announcement, didn't she?" Kade posed, shoving someone out of the way.

Dani and the Cheif agreed.

After some more finagling, they got to where they could see Twilight on the Mayorial stand, with Mister Alper at her side, unsure of what was going on.

Twilight scanned the crowd. Seeing the Burnses had arrived seemed to her criteria to start speaking. Tapper her hoof on the microphone to check it's acoustics, she began.

"Attention, citizens of Griffin Rock! A issue has come to my attention regarding you."

The crowd started murmuring things along the lines of 'regarding us?'

"More specifically, it has come to my attention that you humans, as a specius, are inheretly unreliable, practially programmed for deceit and violence. As such, I will be forcibly converting Griffin Rock's government of democracy to the same monarchy as that of my home world of Equestria! From now, you will refer to me as 'Princess Twilight Sparkle.' There will be no more elections, only the heir to my throne. "

The Burns family was agahst.

"Um, Twilight?" Mister Alper asked. "You can't just change goverment systems like that!"

Twilight narrowed her eyes at him.

"Can too."

"Uh, no, you can't." Alper said. "It's against Federal law."

The crowd was alarmed as a huge shadow fell over them. Looking up, they saw what could only be describe as an ailen ship in their beloved skies.

A squardon or Morbots flew out from a hatch in the ship's bottom and landed on the steps of City Hall, one of which aimed it's arm-cannon at Alper.

"From this point onward, Mister Alper, I AM the law." Twilight told him. The other Morbots aimed their cannons at the crowd. "Any other objections, subjects!?"

The crowd was silent, most of them too terrified to say anything, but the Burnses were more horrified that something like this could be happening right in front of them- with very little they could do about it.

"Good." Twilight snarled. She launched a beam from her horn into the air, where it spread into a line. The line split and began covering the island in a dark purple starry force field.

"And now my first decree as your new sovreign: the completion of the Space Bridge! Anypony-" she was making it quite clear in her emphasis of words that she no longer considered the humans her equals, "Found not following the instructions will suffer very unpleasant experiences. Cody." Twilight glared daggers at the little blonde boy in the crowd.

The other citizens of Griffin Rock began looking at Cody, wondering if he had maybe done something that caused Twilight's change in demeanor.

"Everyone stay calm!" Cheif Burns shouted, raising his hands for attention. "We're going to get our Rescue Vehicles and put a stop to this!"

"I'd love to see you try, Charles!" Twilight shouted at him. "Subjects, clear the way so the Burns family of heroes can try to reject progress."

The crowd anxiously did as told, parting way to give the Burns family a clear path out.

More Morbots flew out from the Harbinger, making the Burnses understand Twilight's seeming cockiness.

As the Burns family made a break for it, Cheif Burns activated his comm.

"Chase, Twilight's taking over Griffin Rock!"

"Cheif Burns, I was of the impression it was already under her control through entirely lawful manevers of mysterious circumstances?"

"Aaagh, we'll explain when we get there! Right now we need to you contact Optimus!"

"Understood, sir! Chase out."

At the rescue station, Heatwaver dashed for his and Optimus' tabb.

"Heatwave to Optimus Prime! Come in, Optimus! Optimus?"

Heatwave wasn't getting any response, which was odd.

"Optimus, we have an emergency!" Heatwave hoped his wording would spur Optimus to answer. "Why isn't he responding?"

"Uh, Heatwave?" Boulder pointed at the window. Heatwave joined him at and saw Twilight Sparkle's force field.

"Whatever that thing is, it must be jamming our signal." Heatwave deduced. "Looks like we're on our own."

Blades put his hand to his chin. "Against Twilight all by ourselves? You saw how Optimus reacted when he found out she was here!"

"I did, which is why we need to give this our all." Heatwave pointed his hand. "Rescue Bots, roll to the rescue!"

Heatwave, Boulder, Chase and Blades all transformed and sped their way out the Rescue Station and down Griffin Rock's roads.

They intercepted their human partners in the middle of the road.

"Dani, Blades, take Cody back to base. It's probably best if Twilight doesn't see him for awhile."

"Will do, dad." Blades picked Cody and headed back to the base while the remaing Rescue Team drove uptown to City Hall.

The crowd of citizens gathered had dispersed... as had Twilight and her Morbots. Instead, waiting for them there was Cylas.

"What the- who in the scrap is this creep?" Heatwave honked.

"Cylas." The creep told him. "I am here by order of Princess Twilight to put you rogues in line."

The Rescue Bots transformed and got fight-ready.

"I'll show you who's rogue!" Heatwave growled.

Chase raised a finger. "Heatwave, that phrase makes little sense, taken literally."

Heatwave rolled his optics. "Rescue Bots...bring the rain!"

Heatwave pulled out his ladder and twirled it in his hand, charging at Cylas. Heatwave stuck the ladder against the fusion, but it just kla-clanged uselessly. Cylas grabbed Heatwave by the waist and threw him into the City Hall's pillars, bringing them down on top of him.

Boulder clapped his hands together, producing his sonar, but Cylas simlialy shrugged that off as well. Cylas charged at him, grabbed the head, and threw him into Chase, knocking them both down.

Cylas stalked towards the downed two and pulled out something behind his back.

"Mistress said to use these on you once I had you properly detained."

"Stasis cuffs!" Boulder and Chase exclaimed. Before the two of them could do anything about it, Cylas propped them both up and slapped the cuffs on both of them.

Heatwave dug himself out of the rubble, only for Cylas to grab his wrists and slammed the cuffs on him too. Heatwave growled at him. Cylas punched him in the face to spite him, pushing him back into the rubble.

Blades appeared overhead, transformed and landed on his feet. "Sorry I'm late. Where's the bad guy?"

Blades noticed his teammates all cuffed and giving him looks, while Cylas was leering at him.

"Eeehhn..." Blades pipped nervously and started backing away. He transformed and took to the air. Cylas reached upwards to grab him, but missed. Blades flew off, knowing he probably wouldn't be a match for Cylas' enhanced strength.

Cylas rounded the captive Bots up in a straight line. "You will be taken to the Harbinger for Mistress to moniter. And don't even think about trying to eject your little humans to sneak under the radar: our Morbot's are everywhere."

Twilight imperiously trotted her way back into the Space Bridge, Starscream now allowed to walk freely under her new reign, he walked behind and made boogieman faces at the humans, under careful watch by Morbots.

"Careful, Starscream." Twilight jokingly chided. "You might spook the wildlife."

Starscream chuckled darkly. "Hahaha..." his laughter dimisihed at the sight of the still-incomplete Space Bridge. "I must say, Twilight-"

Twilight turned her head to glare at him.

"Princess Twilight." Starscream corrected. "Why have we not activated the Space Bridge?"

"It's still incomplete, Starscream." Twilight told him. "Besides, I want to be certain that Optimus is distracted by Damocles when we activate. I know my force field will damper the Autobot's sensors." Twilight looked at the papers on the walls. "But this Space Bridge takes a lot of energy. I think they'll detect it through the field..."

Twilight smiled naughtily.

"Unless of course, they're distracted by Damocles!"

"Yes!" Starsceam rasped. "...What are we doing again, exactly?"

"Damocles out in orbit to keep from interfering with the Space Bridge while it's actually active." Twilight summarized.

"Ah, yes...I see." Starscram pointed his finger. "Point of order: why is so imperative to distract the Autobots?"

"I want my plan to be a surprise." Twilight told him drably.

Starscream still didn't seem to get it. "Uhhhh-huh."

In short order, Twilight ordered the Harbinger high above the Griffin Rock mountain so it could relase the satelite into orbit. The Damocles satelite was like a huge blue piston with a needle at the end. It unfolded orange panels like wings unfolded from it's sides as it jetted up through the air's orbit.

And for reasons known only to herself, Twilight was atop Damocles as it rose, clad in a MECH space suit more like the one Jack had worn during his trip to Cybertron.

* * *

The Autobots were all anxious in the base, wondering what was wrong with Twilight. The Ponies were just trying to keep Discord ocupied, which generally boiled down to having to make Ratchet consent to letting the gray mule-lizard soap wash the ceiling. The computer picked up a signal.

"Optimus!" Ratchet exclaimed. "I'm picking up a signal in close proximity to Griffin Rock's skylines."

"Twilight's probably started up Damocles." Arcee suggested.

"We must prevent the satelite's power from being misused." Optimus said. "Ratchet, prepare the GroundBridge for orbital exit."

"Orbital exit?" Rarity questioned. "You can use the GroundBrige to get into space?"

"Barely." Ratchet replied. "The GroundBridge can be calculated to leave the atmosphere, but a Space Bridge would be required for controlled transport." Ratchet knew what was on Rarity's mind. "It can't be used to take you home..."

"Can I come with this time?" Dash asked, not wanting babysit Discord anymore. "I didn't get to go last time."

"Oh, um...if she goes, then can I come?" Fluttershy added. "I would like to try to talk to Twilight..."

"Very well." Optimus said. "Ratchet, triangulate Damocles' trajectory and activate the GroundBridge."

Ratchet tapped a few buttons on the computer, then threw the switch.

Dash and Fluttershy zipped out of the room and came back in their spacesuits. (Fluttershy wasn't particular willing to find out if being half-Insecticon gave her the same traits that allowed Cybertronians to walk unprotected in space.)

The two of them, plus the fighters of Team Prime, rolled on through the Bridge.

Coming out on the other end, Fluttershy and Rainbow Dash found themselves taken aback slightly at suddenly being in outer space, without any ship around to give them a sense of where they were. Stars and blackness everywhere, but nothing to latch on to.

"D-do you think Twilight might be here somewhere, Optimus?"

"It is unlikely Twilight has the nessecary protection to survive in the vaccum of space." Optimus said. "I also do not believe she would cost herself the advantages afforded by being able to operate the satelite remotely."

"Think again, Prime!"

The Autobots and ponies looked upwards to see the satelite floating just above them by a few feet, with Twilight in her own suit on top of it.

"Twilight Sparkle," Optimus said, pulling his blasters, "Deactivate the satelite, and stand down!"

"Deactive it?" Twilight mocked. "Oh, I haven't activated it yet!"

Her magic still funcitonal even in the gravitational constrained pit of space, Twilight levitated a huge chunk of Dark Energon out for all to see. She took a moment to watch Team Prime's shocked expressions, then plunged the cluster into the satelite.

"Just think, Optimus." Twilight gloated as she hopped off the satelite and floated away from it. "With Damocles alive, I'll have somepony to enforce my reign from space!"

"Reign?" Dash and Fluttershy looked at each other.

"What reign, Twilight Sparkle?" Optimus questioned.

"The reign of my newly self-instated Princesshood over Griffin Rock, made nessecary by the human factor. You know what gets me, Optimus? These humans are all liars and two-timers, but you seem intent on protecting them. Why is that?"

"I cannot allow the human's to pay the price of my war."

"Hmph! They should pay a lot more than that. When I'm done with you, Optimus, I'm going to do to Griffin Rock what I did for Cylas, using his Mechanoid project to make it so that the humans can finally experience Dark Energon the way it's supposed to be!"

Dash and Fluttershy looked at each other again in bewilderment at Twilight's words.

Optimus' gaze hardened, his browplates furrowing. He turned around to face the pegasi with him.

"Fluttershy, Rainbow Dash." He said seriously. "We often choose to do things that cost us something, in return for giving our friends something. However, there comes a time when what it cost us to give our friends that something, it is beyond what we can pay...to the point that others with no relation to us suffer for it."

Fluttershy and Rainbow Dash just stared at him confusedly.

Optimus bent over slightly to look them in the eyes.

"I am so sorry." The Prime told them in his deep, stony voice that sounded like it was crying deep inside.

"Sorry for what, Optimus?" Fluttershy asked.

Something mechanical started whirring, depriving Fluttershy of her answer. Looking around, it could be seen that Damocles had started transforming, it's body splitting into some sort of segmented...thing. The solar panels turned upside down, making them more like wings. The needle part stayed in what would be it's chest. It formed a serpertine head and tail, the tail ending in a plunger and the elongated head ending in a eyestalk with a large blue optic, with lines on it to suggest targeting systems at work inside. A bunch of segmented, poker-tipped joints popped out from it's sides around the needle, like protecting it.

The infusion of Dark Energon had given the inanimate machine a loose semeblacne to life, even giving some sort of robot mode. The end result was also much, much bigger then Damocles was when it started.

"Fire!" Arcee ordered. She, Bumblebee and Bulkhead all began firing blus lasers at the monstrocity. Dash prepared her tail-mounted rifle. Fluttershy attempted to convert her hoof to stinger mode, but it was useless inside her space-suit's cloth.

The needle sticking out of Damocles' chest began glowing orange like the solar panel.

"Yes!" Twilight cheered with a malicous smile, the Dark Energon in her chest pulsating. "Melt the Autobots into molten salg, my hanging sword!"

The glowing orange needled fired huge streaming laser beam, which Dash and Fluttershy just barely split apart from each other enough to avoid being burned alive.

If her muzzle was anything to go on, Twilight hadn't meant for that to happen. "The Autobots, not my friends!"

Damocles' neck lurched and shook, then it raised it's optic up and roared.

"Damocles, don't shoot my friends!" Twilight ordered.

Damocles roared, flapped it's solar panels/wing, twirled around and swatted Twilight off to the side with it's tail.

Twilight stared off into space, pausing to think. Damocles was somehow...out of her control.

"Hey," Dash said as the Autobots jerked themselves in different directions to avoid Damocles' blast. "Where's Optimus?"

Fluttershy pointed her hoof.

Optimus was rising up behind Twilight with one arm in blade mode, the stars reflecting on the sharp instrument. Twilight hadn't seemed to notice him.

He raised his blade up, putting his free arm on it to steady it's course.

Dash was in disbelif while Fluttershy worried. She in fact got so worried she couldn't keep herself from screaming.

"TWILIGHT LOOK OUT!"

"Huh?" Twilight turned around just as Optimus swung his sword. Her horn lit up, and she teleported in her purple flash, causing Optimus' sword to tear through nothing with a silver crescent trail behind it's arc.

Optimus examined the empty space, then faced Fluttershy.

"Sorry..." Fluttershy muttered.

"We must focus on Damocles!" Optimus shouted, both directing his troops and putting the incident that happened just now behind him.

As his Autobots drew it's fire, Optimus wriggled through space to get to Damocles' backside. Electric arcs shot out from his soles as he gravitized to the beast's back. Optimus looked around, and spotting a panel, tore if off, revealing the rocket fuel tank the satelite was meant to use to change it's direction.

With his sword still out, Optimus plunged it into it's tank...causing an explosion that had enough force to make Damocles began descending back into Earth's not-too-far-from-here atomsphere.

Optimus got down and gripped the breaks in Damocles' segments for dear life.

"This was perhaps not the wisest course of action..." Optimus muttered as he and Damocles began re-enty, flames shooting around Optimus Prime from both descent and the explosion.

Essentially, when translated from Optimus' speech to normal people speech, the sentence boiled down to "This wasn't a good ideeEEEEEEEAA!"

"Ratchet!" Arcee snapped, activating her comm.

"Arcee? What's your status? I'm dececting an object much larger then Damocles in re-entry!"

"That's Damocles..." Arcee assured him. "After Twilight put one the biggest chunks of Dark Energon I've seen into it. Optimus is in there, too!"

"What!?"

"Ratchet, can you make a GroundBridge in mid-air?"

"I can try...hmm, that's strange."

Arcee growled, not in the mood to deal with any unexpected delopements. "What's strange?"

"I can detect the skyline above Griffin Rock just fine..but Griffin Rock seems to have just- disappeared from the radar!"

"You can't just open the records and use the coordianates there!?"

"Too risky! What exactly is making Griffin Rock not appear, Arcee? Ask yourself that. We'll just have to hope he'll survive..."

"He's had worse, hasn't he?" Bulkhead asked.

"Worse than atmospheric entry?" Arcee quipped.

Dash bounded over to Arcee's head, where the comm was.

"Hey, Doc! Tell our Applejack, Rarity and Pinkie that if weren't for Fluttershy, Optimus would've _cut Twilight in half!_"

* * *

Twilight trotted along the back of the Harbinger, Starscream, Nemesis Prime, and the Command Morbot with the Apex Armor's disc in it's claw were waiting for her. The captive Rescue Bots were standing further back, kept where the ship's commander officiers could see them.

"Is my Space Bridge ready yet?"

The four of them oblivous to the hugmongous Damocles satelite with Optimus, inbound straight for their ship.

Optimus could barely make out Twilight's force field through his shroud of flames. He wasn't familar with Twilight's spell, due to his Spark being elsewhere at the time, but was knowledgable in general to the point he knew.

The stoic, unshakeable Optimus Prime closed his optics as he braced for impact.

Damocles' burning form crashed into the force field, shattering a hole in it large enough for the monstricity to smash straight into the floating Harbinger, much to Starscream's and Twilight's surprise.

There was a huge burst of fire and smoke from the crash, initally keeping Twilight and Starscream from seeing, but when the smoke cleared...

They could Optimus Prime sticking out of Damocle's shattered body, leaking Energon from hismself and his eyes having lost all luster.

"Is...he-!?" Starscream stammered in disbelief.

"He's dead!" Twilight shouted in joy. "He's gone! The Last of the Primes is GONE! HAHAHA!"

Twilight teleported into her Morbot, made it equip the Apex Armor, and began dancing and jumping around. "He's gone!"

"What?" Heatwave shouted. "No...no, it can't be."

"It's not...easily accepted..." Chase said. "That...Optimus is..."

"I can't believe it." Boulder said. "I see it with my own optics, but I still can't believe it!"

"And with Optimus out of the way..." Twilight's Apex Armor pulled Starscream into a bone-crushing bearhug. "There's nopony to keep me from using Project: Mechanoid on allll of the humans!"

"Erh, yes!" Starscream muttered, flailing his legs in an effort to get out of the hug before Twilight acidentally crushed something important. "Congratulations, Princess Twilight Sparkle, on succeeding where Megatron and many others have failed!"

* * *

Twilight:

Optimus is gone, gone, gone away

So there's no 'Bot around

To keep me from

Maaaking the humans...paaay!

My name will go down in Earth's history

As the one who brought _proper_ justice to an entire race!

At the hooves of just one little pooonieee!

Maybe, in a better world,

Me and Cody could've made something great,

But now- now is much too late!

Although, I like to be humble,

I feel like boasting

Given how this world...

will crumble!

...Come on Starscream, sing!

Starscream:

Wha-!? Uhhh, uhhh, ummm...er  
Once the Mechanoid results are duplicated,  
The humans will all become, uh...Dark Energon...inebriated?

Twilight:

Once they see through their visors their old behaviors,  
They'll look up to me as their undead savior!

The cyborgs will slurp up Dark Energon drinks  
Optimus Prime says it's wrong to alter a specius ...

But really, who cares what he thinks!?

This master plan of mine!

It'll be an improvement  
Fooooor aaaaaaall mankind!

* * *

"Hahaha!" Twilight laughed, skipping around and dancing with Starscream in her Armor. She took his claw and twirled him, then spun around...

To see Optimus Prime standing there before her.

"What the-!?"

Twilight made her robot look around, and at her feet was the Dark Energon-leaking corpse of Nemesis Prime.

Looking at Damocles' corpse, which now had holes torn into it like something inside had gotten out. It became clear to Twilight what had happened.

"...Ohh. I see."

She was slightly miffed, as in her view, Optimus had used one of her creations to destroy another one.

Optimus Prime aimed his blaster at her in the straight-arm position.

"For all mankind _indeed_, _Twilight... Sparkle._"

Optimus Prime fired his blaster, firing out a huge, HUGE boulder of blue energy that sent the invincible, immovable Apex Armor flying across the ship.

Twilight's Morbot bent it's legs to slow its air time, and skidded across the Harbinger's floor with sparks abuzz from the scrapes.

"HA!" Twilight laughed. "The Apex Armor is invincible, Optimus, you can't destroy it! Or did you not get that memo?"

"It was never my intent to destroy." Optimus said calmly, but there was something about what he said that put Twilight on edge.

She reached over the Armor's back to draw out the Forge of Solus Prime.

And grabbed empty air.

Twilight and Starscream looked up in awe as the celestial Forge-and-hammer-in-one twirled through the air, landing straight into Optimus Prime's raised hand with a KKLANG.

Optimus Prime wrapped his fingers around the Forge, wrapped his other hand around it's shaft and lowered it to his midriff.

The Forge of Solus Prime, now in the hands of it's true heir, wrapped itself in golden flames, the gears inside turning and it's spokes folding and unfolding excitedly.

Twilight, undaunted (in sharp contrast to the buckling-knee'd Starscream) aimed her Resonace Blaster at Optimus, sending it's spiral blast at him.

Optimus swung the Forge straight into the blast, making it's head meet the blast, which dispersed in a gonging noise Bulkhead would've described as 'satisfying.'

Optimus began swinging the hammer around in circles, a gold Ion trail emitting behind it's head as he did so. After enough loops the Ion trail got thicker, Optimus jumped into the air, swung the hammer upwards and brought it smashing down into the Harbinger, sending out a huge golden shockwave that rivaled a Sonic Rainboom in both beauty and power.

The pieces of the Ponies' stolen ship used to help hold the Harbinger together cracked and shattered like glass. The broken pieces poured out of the ship like spilt sand, restoring the ship to it's divided in half state. The two halves separated and began descending, Optimus and Damocles on one end, and Twilight's party on the other.

"ABANDON SHIIIIP!" Starscream shrieked, transforming and jetting off.

Twilight humphed and pointed her finger at the half Prime was on.

The Morbots came swarming out of the ship's broken halves with their rockets flaming and their cannons primed. The Autobot plague victims were there too, but as they couldn't fly, they just clung to the edge of the ship's ledge and vainly attempted to grasp at Optimus.

Optimus raised the hammer over his head and slammed into the edge of the Harbinger half, producing another gold shockwave which traveled through the vertically and blew up every last Morbot and Terrorcon in range.

Twilight's mouth hung open in surprise. She calmed down and made her personal Morbot- the last Morbot lift off with the Apex Armor and Resonance Blaster.

Optimus looked down at the mountain below him several miles down. The Autobot leader stepped back from the ledge, then ran for it and jumped off. Placing the Forge beneath him, he landed (more-or-less...) gracefully, with the Forge's pointed pole stabbing into the ground, his limbs spilling over the sides of the hammerhead he was lying on.

Optimus grunted and climbed his way off the Forge and onto solid ground. He picked the Forge up, and shortly afterwards saw Heatwave, Chase and Boulder walking towards with their stasis cuffs raised.

"I, uh...don't suppose you could do something about these, could you Optimus?" Heatwave asked sheepishly.

"I can." Optimus friendily told them.

Everyone jumped in their skin at the sound of a sudden shriek. Optimus saw Damocles, beaten and battered and burned it was, climbing up the broken wreck of the Harbinger that lodged into the mountain side.

Optimus dropped the Forge to the ground and pointed at it. "Keep an eye on that. I shall return to you shortly."

Optimus sprinted forward to the mountain's ledge and jumped off it and onto the slow-but-steadily rising Damocles with gymastic precison, wrapping his arms around the monstricity's neck. Damocles writhed, trying to shake Optimus off.

"..._Give me your face._" Optimus told the beast unamusedly. Reaching his arm out, he equipped his sword and drove in the back of Damocles' neck, eventually shearing off the whole thing's head.

Damocles' still refused to give up, so Optimus aimed his blaster at it's empty neck hole and started using said hole as entry point to start pumping the whole thing full of lead. Once Optimus had a fired a shot straight through it's neck to it's tail, it finally collapsed to the ground for good.

* * *

Blades twisted his wrists, now free thanks to Ratchet's work. The medic had filed the cuffs away for 'further use', but the Copter-Bot wasn't too concerned about it. Him having been the last one to be freed, the Rescue Bots exited the GroundBridge back to Griffin Rock.

"Now that they're gone..." Rarity said dangerously. "We would like to talk to you, Optimus Prime."

Team Prime looked understandbly concerned about what they wanted.

"How may I be of service, Rarity?" Optimus asked in his normal, stony tone of voice.

"Rainbow Dash told us y'all nearly biv-vi-wut'd ya say, Rarity?"

"Bifurcated!"

"Nearly bifurcated Twilight! Wut's up, Optimus?"

Smog trickled it's way out of Optimus' smokestacks. Slowly, suggesting there was something on Optimus' mind.

"In the course of our most recent encounters, Twilight Sparkle has revealed to us a product of MECH science that fused together man and machine. She has informed us of her intent to use on the entire human populace, so they may ingest Dark Energon with results more comparble to that of a Cybertronian's."

Optimus stomped both his feet forward, producing frictions sparks and making the ponies flinch. (Rarity more so than the others.)

"Mankind will _not_ pay the price for _my_ inability to save your friend. Is that understood!?"

The ponies nodded.

Everyone, seeing the situchation was gettin tense, all departed their respective groups and took to seperate corners of the base and the room.

Pinkie stood where she was, watching as Optimus left. Of all the ponies, she, in her quirkyness, was the only one to find Optimus' wording off.

"Waait a minute..._Your_ inability?"

* * *

At Twilight's Space Bridge, still under her control despite the lack of her Morbot enforcers, the Mayor Princess of Griffin Rock was getting the Space Bridge ready, the citizens having finally completed it's blasted cycle.

Though left with only one Morbot, thanks to the Apex Armor and Cylas, Twilight was still quite ready to punish anypony who tried to subvert her rule. As such, she had rounded up Cody and brought him before the Space Bridge, intent on making him watch as-

"I prepare the ultimate weapon against Earth."

Starscream, the Morbot, and Cylas watching over the entire Bridge and manaing the controls, Twilight stepped through the portal that was identical to the GroundBridge one except for larger size.

It was quite some time before she came back. Enough time Starscream and Cody began wondering whether or she was coming back.

"She is...coming back, isn't she?" Cody asked.

"I...do not know." Starscream mumbled.

"Okay!" Twilight shouted perkily as she hopped back out of the Space Bridge. "It's ready! My master plan- to use a creature whose true power I've only read about in legends!"

"A creature of legend?" Starscream questioned. "Interesting..."

Cody was unimpressed, and was about to rebuke that Twilight was crazy when he heard metal footsteps behind him. Turning around, he raised his arm at what he saw and backed away. "W-what the heck is that!? It's huge!"

"Ahhh..." A deep, booming, echoing booming boomy-boom voice of doom remarked at Cody's fright. "You must be one of the human vermin Twilight Sparkle was telling me about."

"Oauh!" Starscream gasped. He brought one arm in front of him and bowed. "For all my pride as a Cybertronian, even I am smitten with this 'weapon's beauty."

"Your kinds words are noted."

"Come on!" Twilight put her hooves to her mouth and giggled. "My 'weapon'...there's one last thing I need before we can send you out."

* * *

Madison and the Joes were sitting Madison's base, enjoying an afternoon snack after their day. The Walkers were close by in case they needed them, but Lieutenant Scarelett had dismiised them saying that with Adam behind bars, there was no one to worry about.

A sentiment quickly proven wrong as Madison's soldiers started shouting and rushing across the base, giving their own orders while Madison couldn't give his through a mouthful.

"What is going on here!?" Madison demanded after swallowing.

"There's a- something outside the base! We don't know what it is, but it's angry- and tearing through the soldiers like mincement!"

"Whaat?" Madison exclaimed. "All right, Joes, get to the Walkers!" Madison pointed at his machines, but purple laser blasts from on high swooped down and turned them into smoking wrecks, toppling them over.

"Uhhh..." Madison said, looking to see what thing had done that to his glorius mechs. "Joes! Hold that thing off while I get help!"

Scarlet, Snake Eyes, and Ripcord nodded, standing up and pulling out their respective weapons- a cross, the swords, and a grappling hook.

"Resistance is futile, you vermin! I will not be denied!" Twilgiht's weapon shouted at them.

Scarlet aimed her crossbow, only for it glow red and burn her hand. "Aaa!" She dropped it just in time to keep her hand from being smothered in the liquid metal.

Snake Eyes sidestepped with his swords in hand. Twilight's weapon landed in front of him in and batted him aside.

"Whoa!" Ripcord whistled. "We're gonna have to pull out the big guns on you, aren't we?"

Ripcord's entire body turned into a blue goop, which expanded and reformed as a vaguely reptilian monster of some sort.

"Goodness! Can all humans do that, or are you a unique case?" Twilight's weapon questioned.

"I'm an unique case." Ripcord answered. "A victim of Bio-Viper experiments."

"I'm sure Twilight will be interested to learn more about this...Bio-Viper experiments."

"Forget it!" Ripcord snarled. He lunged at the weapon.

Madison jogged through the military halls of his office, trying to reach his communcation network. Eventually, shoving open and locking behind him the door to his office, he reached it. Bending over the table, he pushed a button beneath the speaker.

"This is General Madison of the United States Military, repeat, this is General Madison of the United States Military! My base is under attack by some sort-"

Madison froze, hearing metal being ripped and shorn behind him. Against his better judgement, he turned around to face what was invading. The thing that had been attacking all his soldiers now had him captive in his own office. In the holes it had torn through the walls, Madison could see it's single eye- a dark purple circle with red runic lines running through it like unnaturally straight veins.

"I have a simple demand, General Madison: bring me Optimus Prime."

"Heheh...I don't know any Optimus Prime."

"Call for the one called 'Agent Fowler'. He will be able to lead our Prime here...oh, and one more thing. Tell Optimus to come alone, or there will be consequences."

Madison saluted and dialed Fowler's number.

"Ehh, hey, William! I have a bit of a sitchuation here...you know anything about an 'Optimus Prime? I'm kinda being held hostage by some...thing that wants to see him alone."

* * *

The Autobot GroundBridge opened in the midst of the ruin of Madison's base. Optimus stepped out and was shakend by the distruction he saw. The buildings in ruins, the humans' own weapons broken in half on the ground, and the Walker machines parts spread everywhere. Jagged shrapnel juttted out of the ground, and small flames were present in various areas. They would burn out before spreading...but Optimus was still upset that someone had caused such devastation just to bring him out.

* * *

_*Bullets (1)*_

Optimus:

(Sighs) So, here we once more.

Someone willing to destroy so much

Just to bring me to their door

I look at the burning buildings...the burned down homes.

I wonder why we all fire these

Female Choir/Optimus:

Bullets

Optimus

In black...

Female Choir/Optimus

Bullets

Optimus:

In silver...

Female Choir/Optimus

Bullets

Optimus:

In chrrooome!

Look at these broken thumbs,  
cracked from banging  
war's droning drums  
That haunting melody lies still within my head  
My Spark aches and yearns for  
those senseless dead

As I hear their dying breathes,  
I wonder why  
We have to fire these bullets that only know one word  
Choir:  
...Death...

Optimus  
I thought we all could be something more...  
But at our core,

we all are just machines of war.

I hear the bullets scream death as they pass by  
And they arrre screaming as they diiiiieee...

Female Choir:

There lies that silver mech  
Fighting to protect

all mankind

There he stands with his valves torn  
On his armor  
Centuries of wear worn

He blames himself for his part

Can you hear that pain beating in his Spark?

_He blames... His part._

_Pain.. beating in his Spark._

Optimus:

Why when problems ariiiiise

The universal solution is always  
'Put a round between it's eyyes?'

Ashs and smoke rising from metals

So salgged they as well be _stone_

I hate having to fire these...

Female Choir/Optimus:

_Bullets_

Female Choir

In black...

_Bullets_

In silver...

_Bullets_

In chrome...

* * *

Optimus had walked as he sung, allowing him to see what had been wanting to see him, perched atop a jagged shrapnel imperiously and staring down at him.

"We meet at last, Optimus of the Primes." The booming voice greeted.

Optimus gazed upwards at his opponent. Despite never having seen it before, he recognized it. He knew it. He knew the name of the Valkyrie's Steed, of the Angel of Wrath up above him. The one being he knew of in the universe that could rival him in not just strength, but wisdom and justice as well.

Never one to forget his manners even in the face of adversity, Optimus got on one knee.

"Princess Celestia of Equestria."

Up on the shrapnel, Celestia stood there, ready for battle, her compassiate eye corrupted into a horrific purple and red color scheme by the Dark and Red Energon stuck into her body at various points. Red Energon spurs pointed upwards from the back of her hooves, Dark Energon crystal graced the tips of her feathers, the corruption was thorough enough that her sherbet-colored hair was purple, dark red, and an evil pink instead of friendly pink, green and blue.

"Bowing, my Prime?" Celestia asked, dropping the Royal Canterlot Voice. "How_ humble_ of you."

Optimus got straight to the point.

"I notice you are carrying Dark Energon on your persona, Your Majesty. Whatever your intention is while on Earth, I ask you refrain from using it."

Celestia dismissed his concern with a huff from her nose. "Rest assured, Optimus, when my faithful student first showed it to me, I was reluncant to take up such a black substance, but she assured me that all traces of any Energon in me she would remove once-" Celestia put the tip of her wing to her chin in thought. "Ooooh, what did she say? Oh, yes, I believe her exact words were '_after I've torn you into scrap!_'"

Optimus grimaced. "Be that as it may, Your Majesty, I ask you spare the humans your seemingly divine wrath. The defenseless humans should not suffer from a grudge held against me."

Celestia looked at him like he was crazy. Her horn glowed purpled. Optimus heard metal groaning and crunching behind him, and turned around to see a tank- what was left of it after Celestia's rampage- being guided towards him in Celestia's magic.

"I would hardly call _that_ 'defenseless, Optimus."

Optimus pouted, and turned back to face Celestia.

The Princess spread her wings, showing off the Dark Energon in them. The crystals sunk into her flesh...and with a disgusting, disgusting noise like an organic version of the classic transformation noise, reappeared at the tips of her wings as signular solid blades.

Optimus drew both his faceplate and arm-blade.

Celestia hopped off the shrapnel and came at him in the form of a blazing purple meteor with a red tail behind it. Optimus raised his blade and pushed with all his might to keep Celestia from steamrolling him. He swung his arm, batting her through the air. Benefitting the grace of somepony called 'Princess' Celestia recovered quickly.

Optimus changed his sword back into it's hand and gave Celestia the one-two, alternating his which of her beautiful cheeks he punched, but when he went in for a third one, Celestia's hoof stopped it mid-way, batted his arm aside, and then punched him, throwing him backwards and denting his faceplate.

Optimus shook his head to recover, then redrew his sword when he saw Celestia changing into a meteor again. Blue energy formed around Optimus' sword from the amount of force he was putting into it.

Silently, the Princess and the Prime charged at each other with sword and horn raised.

Their pointed bits collided in mid-air, causing an explosion of Energon and magic.

**TO BE CONTINUED...**


	15. ORPHANS OF THE HELIX

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

**PREVIOUSLY...ON 'FRIENDSHIP IS MAGIC: PRIME'**

The Princess spread her wings, showing off the Dark Energon in them. The crystals sunk into her flesh...and with a disgusting, _disgusting_ noise like an organic version of the classic transformation noise, reappeared at the tips of her wings as singular solid blades.

Optimus drew both his faceplate and arm-blade.

Celestia hopped off the shrapnel and came at him in the form of a blazing purple meteor with a red tail behind it. Optimus raised his blade and pushed with all his might to keep Celestia from steamrolling him. He swung his arm, batting her through the air. Benefiting the grace of somepony called 'Princess' Celestia recovered quickly.

Optimus changed his sword back into it's hand and gave Celestia the one-two, alternating his which of her beautiful cheeks he punched, but when he went in for a third one, Celestia's hoof stopped it mid-way, batted his arm aside, and then punched _him_, throwing him backwards and denting his faceplate.

Optimus shook his head to recover, then redrew his sword when he saw Celestia changing into a meteor again. Blue energy formed around Optimus' sword from the amount of force he was putting into it.

Silently, the Princess and the Prime charged at each other with sword and horn raised.

Their pointed bits collided in mid-air, causing an explosion of Energon and magic.

* * *

**_HERE MEN FROM THE PLANET EARTH FIRST SET FOOT UPON THE MOON JULY 1969, A.D. WE CAME IN PEACE_**

**FOR ALL MANKIND**

**ORPHANS OF THE HELIX**

TIME REMAINING: 14: 00: 00

* * *

TIME REMAINING: 13: 59: 45 TIC TIC TIC

The Princess and the Prime stood there after the clash of their lances, the impact from one nullifying the forward lunge of the other. Optimus grabbed the lull in the fight for all it was worth.

"Your Majesty, this violence is unnecessary!"

Celestia seemed dead-set on disagreeing with Optimus. "On the contrast, My Prime, Twilight Sparkle has told me that she will rest easier at night if she knows for sure you are gone."

"If my condition affects her in such a fashion, then I am deeply sorry for that. Nevertheless-"

Optimus swept his open hand out across the military base.

"Do you see what destruction you've caused to the human encampment for the sole purpose of drawing me out? And how much more would you be willing to destroy if it means I will be destroyed with it? Stand down, Celestia." Optimus pointed his finger to the ground in emphasis of the 'down' part. "And allow us to discuss our disagreements- without putting the humans at further risks!"

Celestia's beauty-turned-a-terror eye seemed hesitant at Optimus, like something wasn't sitting right. She shook her beautiful head.

"No, Optimus. I will destroy you, and then I will take my little ponies out of your clutches."

"I will release the ponies to you willingly, Your Majesty, if you would simply ask."

Celestia continued to ignore him, charging up magic in her claymore-sized horn. She fired a laser blast at Optimus.

Optimus held his ground, having taken far worse hits straight to his vital parts.

Or so he thought. The blast exploded into his chest and sent him _flying. _The Autobot leader was sent soaring skyward, going at several miles-per-hour. His descent back to the ground began in an arc that was bound to end in a forest some distance away.

Inside the forest, two stray humans were marching, clad in camping equipment, one slouched and the other up straight.

"Uggh!" The slouched one groaned. "Couldn't we have just rented a hotel?"

"No!" The upright one chided. "We'd miss out on all the wonderful wildlife!"

Optimus crashed onto his back just in front of them. He groaned and attempted to push himself up.

Celestia likewise landed in front of him, measly inches away from Prime's boots.

Optimus transformed and tried to start driving, but Celestia quickly caught onto his scheme and held his wheels in place with her purple magic. Optimus increased his acceleration as best he could, thinking he could break free of her magic if he drove too fast for her to hold.

"MAXIMUM OVERDRIVE!" Optimus commanded his internal systems. Steam and smoke hissed out from his hitch and smokestacks. He manged to start moving.

Celestia was surprised and attempted to plant her hooves into the dirt, but Optimus was able to take off. She was pulled into the air and followed Optimus like an invisible rope was tethering her to him- which in a way, it was, as he was moving, but her magic was still in effect.

Optimus swerved, causing Celestia to jerk through the air. Once she was disoriented, Optimus transformed and jumped into the air, kicking her in the stomach with the flat of his foot. With the Princess caught on his foot, Optimus barrel-rolled through the air and landed in a different portion of the forest.

The two humans' jaws dropped at the spectacle.

"...I told you we should've rented a hotel." The upright one said as he and his companion turned around and went back the way they came.

Celestia flopped onto her back in an a patch of the forest. Optimus landed on his feet besides her.

"Now are you willing to listen?" Optimus asked the downed Princess.

Celestia got up and flew in the sky and circled Optimus like a bird of prey.

"No."

Celestia fired a solid laser beam at him. Optimus raised his-arm blade and caught the beam on his sword. Smoke hissed, and his silver blade turned red from the heat of Celestia's attack. Despite his steel being tempered from years of battle, it could be told Optimus was straining.

Celestia increased her beam's power, which also upped it's size. Another explosion sent Optimus hurtling through the forest, knocking down trees and up clouds of dirt and dust.

* * *

TIME REMAINING: 14: 56: 45 TIC TIC TIC

Starscream and Cylas hung around the Space Bridge, guarding to ensure no one tried to usurp it for their own uses, despite the unlikeliness that anyone on Griffin Rock could even figure out how it worked.

"Starscream!" Twilight yelled, entering the room.

Starscream bowed. "What can I do for you, _Princess _Twilight Sparkle?"

The last Morbot walked in behind Twilight and tossed Starscream the Apex Armor's disc. Starscream caught it in his claws and stared confusedly at it.

"Eeh...what's this for?"

"Pounding Megatron into scrap!"

Starscream and Cylas looked at each other. "Eh?"

"While the Princess puts and end to the Lineage of the Primes, we will infiltrate the Decepticon ship, destroy Megatron, and put Starscream in his rightful place as leader of the Decepticons!"

Starscream's mouth formed a huge 'o'. Finally...the chance he had been waiting for had arrived! The day he would become leader of the Decepticons!

"Not to question your wisdom, Mistress..." Cylas said with a chuckle. "But why?"

"Well, we need something to replace all the Morbots Optimus destroyed, don't we?"

Cylas and Starscream looked at each other and shrugged.

"Good a reason as any, I suppose."

Twilight teleported herself into her Morbot and made it take off. Cylas' shoulders were gripped by her magic and taken afloat behind it. Starscream transformed and followed behind them, the Armor's disc in his cockpit.

* * *

Celestia had proven every bit as formidable as Twilight's friends had told Optimus she was. A simple punch-jab at her quickly turned into a desperate struggle to pry his limb free of her magic.

His arm stuck, Optimus converted his free hand to blaster mode and fired it at the Princess. The resulting smoke made him concerned he had more damage then he would've liked.

"Your Majesty?"

A white blur came blazing at him from the smoke, smacking him in the head on it's way out. Optimus stumbled from the impact and covered his hurt optic with his hand. The Princess got him hard; he could taste his own Energon splashing about inside his faceplate. Which he withdrew so that the fluids would quit nipping at his lips. The Energon spilled off and drained into his chest. Removing his hand, he realized he couldn't see out of his optic.

His optic...! Celestia had gouged out his optic with her horn!

Trying to find sight of the solar mare, Optimus became concerned when he couldn't see her. But, as they were a forest's width away from the military base...

"Autobots, I require an assist! And do not bring the ponies..."

The GroundBridge opened up.

"Oh-hoo!" Celestia exclaimed, floating back into view. "I think not, Optimus." Her horn lit up and shot a beam at the GroundBridge, which exploded and put purples flames all around it that quickly spread inside.

On the Bridge's inside, Arcee, Bumblebee and Bulkhead stopped at the sight of the flare.

"We can't go through there!"

Celestia chuckled. "Hmmhmm...it is unlikely, Optimus, that your team will risk injury to come to your aid."

Optimus glared at her.

"You underestimate their loyalty."

Arcee steeled her gaze. "Come on! Optimus would do the same for us!" she transformed and sped through the fire. Bumblebee and Bulkhead followed her lead.

Celestia was quite surprised at the sight of three, glowing-red-from-heat vehicles driving with pedals to the metals skidding out of the flame-consumed Bridge.

The three of of them transformed and aimed their blasters at her.

"Is that...a little pony?" Arcee asked.

"Awfully big to be little, isn't she?" Bulkhead quipped.

Celestia waved her hoof at them. "As the Royal Princess of Equestria, I order you to stand down, Autobots; I only want your leader."

"Princess...?" Arcee muttered.

_Beeep beep eeep!_

"Tough!" Bulkhead shouted. "You mess with him, you mess with us! There's no 'I' in Team Prime!"

Awkward silence ensued at Bulkhead's mistake.

"...Okay, yeah yeah, technically there is...can we move on?"

Celestia sent out a orange pulse wave which pushed all three Autobots back without injuring them.

Optimus' still-good optic swiveled in contemplation. The way Celestia did that...

Celestia turned around to face him. "With this, Optimus-" Celestia held up the Polarity Gauntlet in her mouth, "I will tear you apart from the inside out!"

Celestia grabbed Optimus' entire body with magic, lifted him into the air, and sent the Polarity Gauntlet running wild on his body. The giant bolts in his thighs started turning, coming undone, and his legs were starting to form seams. A few screws fell off his shoulders. Optimus struggled, unable to move between both the Gauntlet and Celestia's magic.

A blue laser shot the Gauntlet out of Celestia's mouth, and it smashed against the ground. She was startled enough for her magic to drop Optimus.

Celestia whinnied, displeased at the Autobots' insistence on interfering.

Bulkhead came right at her with his maces ready, but Celestia just bucked him in the face with her gold-covered hoof, throwing him askew.

"Bumblebee, toss me!" Arcee instructed, transforming to vehicle mode. Bumblebee grabbed her by the tailpipes, lifted her up, and did indeed toss at the Princess.

Celestia prepared to blast Arcee back with a laser, but Arcee transformed and did her jump-kick before she could finish casting. When Arcee landed, Celestia blasted her smack-dab in the back, sending her onto to her knees.

The Princess flapped her wings and raised upwards, only for something on her hind legs to keep her from rising. She turned her neck to see Optimus was holding her legs.

"What are you doing?"

"Preventing you from achieving a higher altitude!"

Celestia seemed downtrodden at this...then smirked.

"You underestimate me, My Prime."

Celestia flared her wings and took off for the sky, Optimus hanging from behind her, gliding as gracefully as though she wasn't weighed down by however-damn-much Optimus weighed. She did some loops and other maneuvers, trying to shake him off, but he refused to let go.

"Tell me, My Prime-" Celestia did barrel roll. "What is you hope to accomplish-" She somersaulted. "by hanging from me like that?"

"That was a question I was asking myself."

"So, you don't know?"

Celestia bucked her legs, still trying to get Optimus off. She did a mid-air corkscrew sort of motion, which twisted her legs enough to cost Optimus' grip on them. As Prime began to fall, Celestia struck him once more, bucking his chest and shattering the glass windows on them.

Optimus fell to the ground with a _wwhhuuuomph. _

As he lay motionless on the ground, helpless to do anything but watch as his soldiers did their damnedest to keep Celestia occupied while he caught his breath, Optimus' optic flickered with sorrow.

"Twilight Sparkle...I could not save my friend eons ago on mine and his world on my own behalf...and I could not save you on this one now, on your friends' behalf. I...a-m...s-o...sorr-_rrrrrriiiieeeee_."

Throughout the ensuing fight between Team Prime and the Princess, none noticed the sign hanging just above where Optimus landed...

_WARNING: CHEMICALS AHEAD_

* * *

TIME REMAINING: 13: 48: 59 TIC TIC TIC TIC

Twilight's convoy all landed on the back of the Decepticon ship.

"I must say, Twilight Sparkle, how did you learn the location of Megatron's vessel this time?" Starscream inquired.

Twilight seemed to not hear him.

"Eh, Twilight?"

"Wha? Oh, um, yes...Cylas, bust down the entrance!"

Cylas banged his fists together and charged at the outside entrance, punching the door off it's hinges.

Starscream held the Apex disc in his claw, looking at his reflection in the round surface. "Time to shine." he placed the disc on his chest and allowed it to unfold over him.

Twilight prepared the Resonance Blaster in the Morbot's claw. "Let's move!"

Twilight's machine and her two titans marched in, brutally and easily taking out every Vehicon in their way.

They kept on their trek, heedless of the mostly-destroyed Vehicons left in their wake. One struggled to hit it's claw on the wall.

"Lord Megatron...Twilight Sparkle is attempting another assault on the ship!"

"_Again? Errruugh..." _Megatron growled.

Twilight's Morbot, Cylas, and Starscream all came across a triple fork in the hallways. They didn't have to pick a side, as Megatron, Breakdown and Dreadwing all appeared in one door each.

"Twilight Sparkle!" Megatron growled, claws tensed and eyes manic, "You have been a thorn in my side for _the last time_!'

"That's right." Twilight said. "Cylas, why don't you soften him for Starscream?"

Cylas charged, the Dark Energon in him and Megatron starting to resonate with each other. Despite his significant size advantage, Cylas was unable to prevent Megatron from pounding his cheek so hard it pushed him aside.

Megatron, now up close to the machine, could 'see' more of it, as suggested by his glowing insignia.

"There is a human in this robot!"

"Yeah." Twilight chuckled. "The ultimate fusion of man and machine. He's quite tough. I think he can get in a few dents on you before it's Starscream's turn."

"I am an Kaonian gladiator! I will not be bested by a human, nor whatever this...pony-forged, human hybrid _abomination _this is!"

Twilight groaned. "Why does everypony keep calling it an abomination!?"

"Uh, maybe because it is?" Breakdown suggested. He was just trying to be helpful, but Twilight still blasted him with a Resonance for his insolence.

"Dreadwing!" Megatron commanded.

Dreadwing drew his swords and dashed forward to challeng Cylas.

Megatron took a moment to make Cylas was focus on Dreadwing, then turned to Twilight and Starscream.

"Now?" Starscream asked, rubbing the Armor's hands together.

"Now." Twilight said.

Starscream laughed both giddily and crazily. He charged forward and swatted Megatron across the hall. Megatron bounced and sparked against the floor. The Decepticon Lord grunted and pushed himself up slightly.

"How fitting, Megatron, that this armor designed by your scientests, will be your end." Starscream mused.

Megatron smirked. "Allow me to confess something to you, Starscream: That Armor is not of Decepticon origin. It was found by miners, and my strategists told me to say it was of Decepticon make, to sway the undecided populace into our ranks. It is in fact, a Relic of the Primes."

Starscream gaped at the twist. Even now, Megatron still had the last laugh against him. Starscream yelped as he was pushed from the back and levitated over Megatron. Megatron looked up to see that the Morbot's cannon had fired, pushing Starscream away.

"Uh, my hoof slipped." Twilight told him.

Megatron humphed and got to his knee, but Starscream came up behind and whacked him on the back, forcing him back down to the ground.

"HAHAHAHA!" Starscream laughed, picking up Megatron's head. "Now...now I shall give you payback, Lord Megatron, for all the beatings I suffered during our all-too-brief time together." Starscream tossed him down the hallway.

"I could sing, I'm so excited!"

* * *

*Here's To Power*

_Starscream:  
_

_Here's to power! _

_Isn't it a delight?_

_Throwing blows_

_filled with might!_

_Here's to power!_

_Making the law_

_With a simple flick of your claw!_

_My bark, after so much blabbing _

_Has finally become LESS then my bite! *Chomp!*_

_Living through _

_That might makes right_

_But the most wonderful thing about power,_

_the thing that makes it truly shiiiiine,_

_the power's all MIIIIINE!_

* * *

Twilight looked on as Starscream proceeded to mercilessly beat Megatron.

* * *

Celestia continued battling the Autobots, tossing them with her mighty, gold-covered hooves and blasting them back with her magic. Every time the Autobots leaped at her, she would counterattack and knock them to the ground.

Bumblebee reached, but she blasted him away.

Arcee tensed her legs for a high-jump, but in the middle of the air, Celestia magicked her wheel and threw her into Bulkhead. Bulkhead shrugged off being hit with his own comrade, made sure his teammate was okay, then charged for Celestia with guns toted.

Celestia shielded herself with her wings, Bulkhead's shots absorbing to them fruitlessly. Bulkhead paused, seeing that he was getting anywhere, try to think of a new strategy, but was unsuccessful. Just as he was about to resume fire, Celestia clapped her wings together like cymbals, gushing out a burst of wind that pushed Bulkhead backed.

Celestia left the dispatched Autobots and hovered in the sky over where Prime had landed. Optimus came to just as she was preparing a blast. Groaning and shaking his head, Optimus rose up to try to gauge where he was, and looked behind him.

He saw the chemical warning sign, and the two huge pillars slightly behind it that were no doubt carrying said chemicals through pipes underground to the factories that needed them.

Optimus looked up at Celestia with sheer horror and held his hands out.

"CELESTIA, WAIT! STOP! _STOOOOOOOOOOOOOOOP!"_

Celestia, once again, ignored him.

Her horn's beam fired at the ground, headed for Optimus, who could raise his arm and pray that everything wouldn't end horrifically.

Optimus Prime was caught in a purple explosion, but it was Celestia who reeled when her attacked made the storage tanks behind the sign explode, smothering her vision in white heat that was not her own.

* * *

Dreadwing's and Cylas' battle had taken them to another room, far away from where Starscream was beating his former master.

"I hope you don't object too much to change, Dreadwing." Cylas sneered. "Once Starscream and Twilight beat Megatron, they will be taking command in his absence."

"_I _am second-in-command here!" Dreadwing roared with his sword raised. "If someone will succeed Megatron, it will be _me_!"

Cylas humphed, grabbed Dreadwing by the hand, and tossed him over his back, throwing him against wall. Cylas turned to face Dreadwing again, but the Decepticon wore a triumphant expression, unnerving Cylas.

"I _allowed _you to do that." Dreadwing flipped out his cell phone and pushed a button.

Cylas had a nervous breakdown when beeping made him realize there was a bomb planted on his back. He tried to reach over his shoulder and grab it, but his hand couldn't make it in time. Cylas' towering image was engulfed in a ball of fire. When the fire cleared, the Mechanoid robot seemed mostly untouched, but there was a smoking hole in his back, and he fell to the ground.

Dreadwing got up and dusted himself off. Now unburdened, he rushed out of the room and transformed, rocketing to his master's aid.

Starscream, meanwhile, was still having a ball tossing Megatron around. Despite Megatron's strength being enough to push the Apex Armor back- physics were a thing, after all- it was insufficient to dent the metal, meaning 'Scream still had the upper hand. Megatron, covered in more scratches then normal, and small, but numerous dents, did his best to stand defiant.

Starscream punched him in the gut and knocked the wind out of him, so to speak.

"AHHHAHHAHA!" Starscream declared, picking Megatron up and pinning him against a wall. "Any last wishes, Megatron!?"

Megatron looked up at Starscream's face, then closed his eyes in seeming acceptance of his fate. "Just one." He said, raising one finger. "I wish to show Twilight Sparkle something."

Starscream was off-put, but his arrogance made dismiss it. "That's an...odd request, but I suppose it can be granted. After all, what it can do to me, hhhhm? Oh, Twilight! Megatron's final wish is to show you something!"

Twilight's Morbot stepped into the room. "What could that be?"

"Soundwave!" Megatron choked.

Soundwave stepped into the room besides the Morbot like he had been waiting just outside for his cue. Soundwave turned to face the Morbot's vision. Static filled his screen, and when it cleared, it was showing high-resolution of two Vehicons carrying what appeared to be an bulky, horned red Autobot who looked like a bruiser.

Starscream looked at the footage, and his expression conveyed one emotion: extreme fear.

On the footage, the two Vehicons threw the Autobot down to his knees.

"'_Scream._" The Autobot said arrogantly between coughs, and the camera did switch to show Starscream. "_It's been a while. Where's your master?_"

The video-Starscream's face contorted in rage. "_Never mind him! I am my own master._"

Video-Starscream shoved his claw into the Autobot's gut, making Energon leak and causing him to gasp.

"_Any more questions?" _

After Starscream removed his claw, the Autobot fell down, dead.

"Clean that up." Video-Starscream said carelessly, turning his back.

Back in real-time, Starscream's face was still mortified.

"That..." Twilight said brokenly. "That was Cliffjumper...wasn't it?"

Soundwave nodded.

Twilight's Morbot sagged it's shoulders before turning around to face the liar. "Starscream, that's not what you said happened!"

"It...isn't?" Starscream said with a nervous chuckle.

"No! You told me you HAD to kill him! That you didn't have a choice! That it was the law of the jungle!"

"Oh, how...forgetful of me."

Megatron chuckled darkly. "I am not above killing defenseless prisoners, but at least I make sure to record their deaths as such, not some honorable duel to the death! Now, Twilight Sparkle, I have a question for you; if Starscream lied to you about that, what else might have he lied about?"

The room was wrapped in a silent fog as the implications struck Twilight. As Starscream realized he was a whhhooole lotta trouble. As Megatron saw his gambit had worked.

"I can't BELIEVE this! I helped you, Starscream! I got you a new T-Cog! I gave you the Apex Armor! I cut all ties with MECH because of you!"

"That one wasn't a lie!" Starscream was quick to point out.

"I...I..."

A heart cracked into a thousand pieces was audible in Twilight's voice.

"I fought my friends for you."

Starscream chuckled nervously again. "Ehaha..and I am grateful that you would be willing to do that for me, Twilight!"

The Morbot raised it's claw.

"No. Not anymore."

The Resonance Blaster fired uselessly on the Apex Armor.

Starscream, seeing he wasn't getting out this, decided he might as well go all the way. "Perhaps you've forgetten, Twilight Sparkle, the Apex Armor is invulnerable!" He started advancing towards Twilight's Morbot. "You can't hurt me."

"No, I can't." Twilight admitted gracefully. The Morbot's chest windows opened, showing Twilight in it's cockpit. She fired a spiral tentacle of energy from her horn at the Apex Armor's chest, which made the Armor shrink back to it's discus. Starscream dropped to his butt on the ground, having been higher up in the air on the Armor's supports. He reached up desperately for the disc, but Twilight's magic took it and placed it on the Morbot.

Megatron, slid down from the wall after Starscream let go, laughed. "You are in_ so much _trouble."

Starscream turned to flee, but Twilight's Armor grabbed his wings before he could take so much as a step and crumpled it. She picked up and began lashing out at him violently, crumpling his wing further, before grabbing his shoulder and tearing off the shoulderpad, prying the arm loose enough to show the ball joint and green and purple wires that connected it to his nervous system. She then shoved the Armor's hand into chest and pried off his right chest panel, exposing grates underneath. Grabbing his head aeirl, Twilight pulled it back slightly, disrupting it's alignment.

For the finishing touch, Twilight held him up, unfolded the Armor to let the Morbot's cannon through. It fired a small, purple heat beam at his unmarred cheek, burning in a scar on it to match the one Arcee had given him on the opposite side.

Starscream closed his eyes in anticipation of the end.

Megatron raised his browplate. "Well, Twilight Sparkle? What are you waiting for? FINISH IT! END HIS MISERABLE EXISTENCE!"

"I...can't." Twilight confessed. "I just... I can't do it, as much as he deserves it."

Twilight tossed Starscream into the wall and somberly plodded out the room.

Starscream, seeing he was alone with Megatron and more-or-less defenseless, whimpered and started crawling his way towards the exit. He eventually mustered the strength to transform and jetted out of the room. Dreadwing, appearing in the doorway, narrowly avoided being hit.

"Should I chase after him, My Lord?" Dreadwing asked.

"As much as I am loath to allow Starscream to live, no. There are more important concerns." Megatron gestured Dreadwing to come closer, and whispered something into his ear.

Twilight's Armor-clad Morbot stomped the Nemesis' halls, and came to a stop at at an open hole in the floor, meant for aerial descent.

"How am I going to make this up to my friends? To Celestia? To _Optimus_!?"

Twilight was so distraught over all the begging for forgiveness she was going to have to do, she didn't realize Dreadwing was coming up behind her.

Dreadwing charged and tackled the Apex Armor in the back, forcing it through the pitfall before Twilight was ready. She yelped in surprise, but calmed when she remember the sheer amount of metal shielding her.

Dreadwing knelt at the hole's lip, watching the Armor's vision got smaller.

The Armored Morbot crashed to the ground with a thump. Twilight winced in fear, but was mostly okay.

* * *

"MMm..." Celestia groaned, her eyes twitching before they opened fully. She rose up to see fires all around her, trees burning, soil scorched of fertility, and the Autobots- particular Optimus Prime- burnt. Optimus had in face gotten the worst of it. Most of them were just covered scorch marks, but Optimus...his blue legs and silver biceps were glowing pink from the heat, his factory black hands orange and slightly gooey as they half-melted, and the scorch marks on him were bigger and blacker.

Celestia looked cautiously, then saw a heartbreaking sight:

Birds. On the ground. Fleeting avians trying to make their babies were all right. Which they were, thank the AllSpark, but still...Celestia knew if they had been hurt, she would've been responsible.

* * *

*Bullets (2)*

Twilight:

What have I done?  
I've taken my mentor, who trusted me, the Princess of the sun,

and pointed her,

like a loaded gun!

Celestia:

Looking at this titan,

Who I tried so hard to make fall

I have to wonder...

Twilight:

Do I even still feel anything at all?

How I could have been so blind?

A situation where I have to fight my friends,

is never a situation I want to be in,

I have to make this right before this days eeeends!

Celestia:

these animals cry out, nearly sent by me to the river styx,

these poor orphans of the helix

It seems, despite my lack of thumbs,

I've been banging on war's awful drums.

If I had just listened to him...

Twilight:

If I had just listened to them...

* * *

Celestia flew around the air, hesitant to do anything after her stunt with the tankards and lacking any way to contact Twilight.

The Autobots, one by one, began whirring back to life.

"What...happened?" Arcee questioned, resting a hand on her forehead.

_Beep beep beep. _Bumblebee shoved some debris off himself.

Bumblebee, Arcee and Bulkhead all reconvened, then looked upwards at Celestia, who looked back down at them pitiably.

"Autobots, I am so sorry." Celestia said. "I took the word of my most faithful student, despite my doubts, and caused all this devastation."

Team Prime took in the scene of the carnage.

"It's gonna take a little more then 'I'm sorry' to make up for all this!" Arcee snapped, gesturing around. "Do you know how much money this will take the humans to repair!?"

Celestia shied her head away.

Bulkhead rested his hand on Arcee's shoulder. "Hey, give her a break. Twilight fed her whatever misinformation Starscream and Silas had been giving her, remember?"

Arcee grumbled, but quit trying to cut into the Princess.

_Beep-ep...wheeeoo? _

"Good question, 'Bee." Bulkhead and Arcee started looking around, and were shocked to see the state of their leader.

"OPTIMUS!" They all exclaimed, rushing to his side.

"You okay, boss-bot?"

"Speak to me!"

_BEEEEeeeep!_

Bulkhead and Bumblebee took one of Optimus' side and tried to lift him to his feet. The disruption in position was enough to jar him awake, his still-good optic glowing a fiery orange instead of it's normal blue.

"Autobots..." he said commandingly, but his next sentence was less sturdy in tone. "Where are we?"

"Some forest or another."

"Are you hurt?"

"Mmmh..." Optimus mumbled and shook his head. Much to everyone's relief, he was able to grasp his way out of Bumblebee's and Bulkhead's arms and stand on his own two feet.

"What...was I in the process of doing before I was incapacitated?"

"You had been fighting me, My Prime." Celestia answered, floating into view. "I was unwilling to listen to your pleas before. Please, Prime, tell me what it is you have to say before I return to give a student a very stern talking to."

Optimus looked at her with a empty spaciousness in his eye.

"Then...if an altercation with you was the last thing I did...it is reasonable to think that the first thing I must now do..."

Optimus attempted to convert his arm into it's blaster, but the barrels, struts, and pulleys that made the transformation whined in protest at their movement. The primary barrel eventually connected, which Optimus aimed at Celestia.

"Is resume and complete it." He fired, pushing Celestia backwards.

_BEEP BEEP!_

"Optimus!" Bulkhead put his hands on Prime's shoulders. "Didn't you hear what she said? She's willing to listen now! We can tell her about Starscream and the Dark Energon!"

Optimus gave him a questioning look.

"The what?"

"The...Dark Energon." Bulkhead stuttered. "You know, that thing that was driving Twilight crazy?"

"I do not recall." Optimus told him, turning back to aim his gun at Celestia.

"Is your CPU busted or something!?" Bulkhead shouted. Bumblebee snuck in under the two of them and pointed at the back of Optimus' head. A a horizontal crack with a black film oozing out of it.

Bulkhead's jaw dropped in fear. "You know what, 'Bee?...I think it is!"

"We need to restrain Optimus until we can get back to base!" Arcee ordered.

Optimus fired at Celestia again. Celestia winced at the impact and had pleading in her eyes.

"Have my crimes become so much that you are incapable of forgiving me, Optimus Prime?"

Optimus halted, but his blaster was still locked and loaded. Sparkling crackles could be heard from his head.

"FOUR-O-ONE-TWO ERROR: STATEMENT DOES NOT COMPUTE." Optimus droned.

Celestia was baffled by the change in speech at first, then horrified at second. "Have I...damaged him so much that he is no longer himself?"

"KINDA!" Bulkhead shouted, running up behind his leader. "BUT WE CAN FIX IT!" he tackled Optimus to the ground. Optimus threw him off, stood up, and kicked him in the head.

Arcee jumped in front of Optimus. "Optimus, stop what you're doing and come back to base right now!"

Optimus' spacey-eyed glare wasn't intimatidating, but it was unsettling. "I must...detain the Princess...before she hurts the humans irreparbly."

"She won't, Optimus. She's willing to hear our side of the story."

But no matter what Arcee might've said, Optimus grabbed her by the head and gently set on her feet to to the side- and out of his way.

"Yoooou are interfering with police procdurrre, ma'am. P-ple-eeerr-eerr-erre-or-ease step aside." Optimus converted his other arm into blade mode and bolted for the Princess, Arcee and Bulkhead too slow to do anything to stop him.

"YAAAAH!"

Celestia was also too slow to keep Optimus from gutting her with his sword. He removed his blade from her stomach contents, then stabbed again, repeating the process until he had stabbed her a total of four times. On the fourth stab, he didn't removed his sword, keeping Celestia pierced and immobile on it. He fired his blaster, obsuring the Princess in a cloud of smoke.

The other Autobots could only stare, dumbfounded their leader was capable of such violence.

Optimus lowered his head. "Autobots..." he turned around. "I belive I am due for Ratchet's medical bay."

"What about the Princess?" Arcee questioned.

"I have an...alternative for Her Majesty."

* * *

TIME REMAINING: 0: 18: 45

In the evening, Rafeal was just kinda hanging around in his room when his mother called for him.

"Rafeal! There's someone at the door who wants to see you!" His mother told him.

"Huh." Raf remarked. It was unusual for him to have a visitor at this time of night, unless it was something Autobot-related, but if it was, why would they abandon their normal discreet policies?

Putting his laptop down on a desk, Raf went scurred over to the door and opened, quite unprepared for who he say on the other side.

"Hi." Twilight said, waving a hoof. "Rafael, right?"

"Um, um, uh," Raf stuttered. He shook his to compose himself. "Yeah! Why? Are you..."

"Twilight Sparkle." Twilight introduced herself.

The two had a moment of awkward silence.

"Do I- Do I need to call the Autobots?" Raf asked, fearing danger.

"No! Well, yes, but no but-" Twilight signed and sunk her head. "What I mean is...I saw how Cliffjumper died."

"Really?"

"Yeah, and...it didn't quite happen the way Starscream told me it did. So I figured, if that was something Starscream lied to me about... what else was he maybe not telling?"

As the implications became clearer, Raf did his best to try and comfort Twilight, whiched started with a kind smile.

Twilight dropped down to her belly. "I'm so sorry."

Raf turned away and whipped out his cell phone, dialing a number on it.

"Yeah, guys? I've got some_pony_ here who has some serious making-up to do."

* * *

TIME REMAINING: 0: 07: 42

Twilight delicately stepped through the GroundBridge into the Outpost. Arcee, Bulkhead and Bumblebee all aimed their blasters at her, remembering how well her last trip had ended.

Applejack, Rarity, Fluttershy, Pinkie Pie and Rainbow Dash were waiting for her at the Autobots' feet.

Twilight's eyes quivered with remorse. "I'm so sorry, everypony."

Applejack brought her hat over her chest and smiled at her. "Mighty appreciated of ya, Twi'..." Applejack's expression became somber. "But we're not the ones y'all need to be apologizin' to."

Twilight closed her eyes. "I know. Where is he?"

Rarity stepped forward and lead Twilight deeper into the base. it's daunting, Autobot-sized halls and doors made Twilight feel like she was about to be brought against the jury for her final verdict.

After some twists and turns, the two unicorns entered the med-bay, where Ratchet was monitoring Optimus Prime's life signs.

Twilight put a hoof to her mouth and squeaked sadly for the bedridden titan.

Irregularly shaped black steel plates with glowing runic blues were affixed to various parts of Optimus Prime's body, one over his lost optic, one over much, but not all of his chest/rib area, and one on each of his arms, pinning them to the bed. Similar, but different black circular plates were affixed to his leg, holding it together like some sort of Cybertronian version of stitches. Frigid air leaked off the tanks of coolant meant to keep him from melting.

"I'm so sorry." Twilight apologized, even though she knew Optimus Prime couldn't hear her. "This isn't what I meant to happen..."

Ratchet was skeptical at this. "Oh? And what, Twilight Sparkle, did you mean to happen?"

"I..." Twilight stammered. "I don't know...I just don't know."

Twilight walked closer to Optimus and put her head on his legs, nuzzling it apologetically. Pink, Dark Energon-tainted tears leaked from her eyes and onto Optimus' cobalt.

Rarity, all too familiar with Optimus' zero-tolerance policy on the stuff, skipped over and levitated a wipe to clean the tears off. She left the wipe on his leg so that Twilight's crying would fall on it instead of him.

"Optimus..." Twilight squeaked. "If there's anything I can do to make it up to you..."

The room was so silent, not even the constant beeping of the moniter could break the ice.

"Twilight Sparkle..."

Twilgiht's eyes widened in surprise, having not expected Optimus to be able to hear her. She raised her head to look up at his eye, which was back to it's normal blue.

"Long ago, I had a friend who preached ideals to the masses. In his efforts to support those ideals, he lost himself to corruption and came to destroy what he believed in."

Twilight stared, hopeful for a chance at forgiveness.

"My only request of you, Twilight Sparkle, is that you never lose faith in your own ideals.."

"I-I won't, My Prime. Cross my heart and hope to fly, stick a cupcake in my eye."

Ratchet was...intruigued by Twilight's...curious method of addressing Optimus.

How amusing, that eariler, Celestia had refered to him by that name to degrade him, to mark him as her lesser. Now, Twilight was using it to show her complete and utter obidence.

"O-O-Optimus?"

"Yes, my little pony?"

"Where's the Princess? Where's Celestia?...Where's my mentor?"

Optimus craned his neck forward as much he could. "Rest assured, Twilight Sparke, she is in good hands."

* * *

Celestia's eye twiched slightly before becoming fully awake. "Mmm...hmmmmm?" She looked around to take in her surroundings, expecting horrific wires and cables, and whatever unholy things the Autobots might have hanging from the ceiling. She was part-right. There were wires and cables connecting her to various machinery in the room, but they more medical then horrible.

"Oh good, you're awake!" Somepony exclaimed. Narrowing her eyes forward, Celestia saw a human in a yellow shirt, hospital vest, and black hair done up in a ponytail.

"Hello..." Celestia greeted. "Who might you be?"

The human put a hand on it's chest. "Nurse June Darby. Optimus wanted me to call him as soon as you were up. Could you give me a minute?"

June turned around and pulled out her cell phone. Celestia looked around the room again. She was in a warehouse of some sort, her body splayed on a trolley like the employees use to transport goods in the value stores. She noticed some books on a table, and attempted to pull them over to her with magic. That turned out to not be nice. It hurt to use magic. Optimus had really done a number on her.

"Okaay!" June express airily. "Optimus knows you're awake. He said to tell you he's sorry for what he did."

"Hmm. I am sorry for what I have done as well."

"Yeah, what happened between you two, by the way?" June asked, lifting a jug off the table and pouring it's contents into a mug. She took up a chair in front of Celestia' makeshift bed. Celestia noticed the smell of the drink.

"Is that coffee?"

"Yeah...oh, oh, I-I'm sorry, did you want some?"

"In my current state, Nurse June, _any _beverage would be nice, thank you."

"Here." June said, setting her mug down in front of Celestia and getting up. "Take mine. I'll just get another one."

Celestia stared blankly at the coffee as June walked away. When June came back, she noticed Celestia hadn't taken a sip.

"Something wrong, uh, Your Majesty?"

"Twilight told me you humans were unreliable creatures prone to treachery."

June chuckled nervously. "Eheheh...Well, what are you gonna do? All I know is that Optimus did something, the Autobots showed up with you bleeding at my doorstep, and they just told me to keep you alive until they could come get you."

Celestia 'hmm'ed, flexing her wings curiously- a action she quickly regretted, as moving still hurt.

"I must wonder, June, how it is you were capable of keeping me stable, even though I presume you never worked on a pony before."

"Well...I managed to keep Discord alive when he showed up all burnt."

Celestia stared at her.

"...Yeah." June admitted, rasiing a finger. "Not one of my finest moments, I'll admit, but...from a strictly medical standpoint, it's quite impressive!"

"I suppose that's true..." Celestia mumured, at last taking a sip of her coffee. "June?"

"Yes, Your Majesty?"

"You don't think...Optimus purposely picked you to tend my wounds to improve your race's standing in my eyes?"

June shrugged. "Heeey! I know!" June put her coffee down, left the room, then came back wheeling a T.V on a moble shelf on it. "Why don't we watch some T.V while we wait for you to quit hurting every time you move?"

"Oh...you noticed that?"

June held up her ID tag. "Nurse, remember?"

Celestia chuckled. "You appear to have gotten me, June. I am not familar with this T.V, but I will not deprive the chance to try it."

"It's really simple. People make shows, and you just watch them." June picked up the remote and pushed a button, causing the old, dusty screen to be filled with bright colorful images.

"Oh!" June exclaimed. "Jack used to watch this show when he was little. I can't belive they're still airing it!"

"So this...T.V, is something akin to a...recorded play?"

"Yeah, I guess. That's a good way to put it. This one's about a group of friends who have to learn about what being a friend really means. It's cute!"

Celestia raised an eyebrow. That premise sounded strangely familar...

June and Celestia enjoyed the cartoon for a little while, laughing at the funny moments and discussing their persoanl opionins on certain characters. Once the cartoon reached it's first commercial break, Celestia stood up.

"Well, June, I'm intrigued. Tell me more about how this 'T.V' was delvoped, if you would be so kind?"

"Well-" June was about to explain when she noticed something. "You're standing!"

Celestia looked down. "So I am."

"Great! We can take a ride in my car to the Autobot's base, and-" June stopped, examing Celestia's size-of-a-baby-rhino form. "Actaully, _I'll _ride around in my car. _You _follow behind me."

"Very well."

* * *

Twilight's friends, but not Twilight herself, were lying on the base's elevated platforms, waiting for their friend to come out and make some last-minute additions to her apologies. Or for anything to happen at all, really.

Ratchet cursed under his breath, trying to work on Optimus, which Twilight, now curled up on Optimus' chest the way Rairy had been on Bulkhead's, was making quite difficult. When Ratchet tried to explain why he needed Twilight off him to do repairs, she told the surgreon she wasn't moving from Optimus' side until he could walk again. To add insult to injury, Ratchet tried to remove her by force, but she used a spell to magnetize her horseshoes.

In the main room, a white car suddenly pulled into the room. All the Ponies sprung up in alarm, which wasn't immeadily put away at the human that stepped.

All five of them were totally awestruck when Celestia flew into the room from the same entrance the white car had entered.

"PRINCESS!" They all collectively shouted.

"What are you doing here!?"

"How did you get here?"

"We were so homesick, we started thinking you had abandoned us!"

"Calm down, my little ponies, calm...down." Celestia told them, but she was in need of that instruction herself. She had not been prepared to see Rarity in scars, Dash more battered up then normal, Pinkie looking like she had been at the epicenter of an explosion, and Fluttershy...by her own name, _what happened to Fluttershy!?_

Celestia removed the thoughts from her head. All her questions were to be answered by one pony. "Where is Twilight?"

"She's in the medical bay with Optimus." Fluttershy answered.

"And...where is the medical bay?"

"Here..." Fluttershy voluteered, stepping forward and transforming. Celestia was so blindsided by it that she didn't realize she was supposed to be following armored ladybuy until she was quite far away.

"Fluttershy, slow down!"

It took some doing, but eventually they got things all sorted out, and Celestia was led to the med room, where Optimus and Twilight were layin.

"Twilight? Twilight Sparkle?"

Twilight protested the notion of getting up at her name. "What?"

"Twilight, it's me."

"OH!" Twilight shot up when she realized she been talking to Celestia, but her magnetized hooves kept her attached to Optimus. "Princess! I...I am so sorry. For everything."

"It's all right, my little pony, so long as you've learned your lesson."

Twilight was downcast.

"...What's wrong, Twilight?"

"...I haven't learned anything." Twilight explained. "No lesson on friedship at all..."

"Your Majesty, if I may be so bold as to interrupt, I would like to remove the dark matter in your body before it becomes permanet." Ratchet said. Celestia looked to Twiligth and Fluttershy for her answer.

"Go ahead, Princess." Twilight waved her hoof. "It's too late for me, but you go ahead."

"It's fine, Princess. They did to everypony else." Fluttershy assurred her.

"All right, then. Let us engage in this process..."

"Ratchet." He introducted himself.

"Ratchet."

Ratchet led Celestia out of the room.

Fluttershy landed on another part of Optimus' chest and tried to comfort Twilight, who was starting to sniff and sob again.

"That's the worst part, Fluttershy..." Twilight explained without being prompted. "I haven't learned a single lesson about friendship from this whole blasted advenuture."

"I'm sorry." was all Fluttershy had to offer.

"It's not your fault. It's mine..."

"Heeeeey!" A clown's voice drawled. "What's to be so mopey about, you mopey-dopey! Cheer up! At least everypony's stil alive, right? You know what? I think you need a sock puppet friend!"

A green sock with googly eyes pasted on appeared in front of Twilight, who swatted it away.

"I don't need cheering up right now, Discord!...DISCORD!?"

"That's my name!" The gray serpent said. "Or least, that's what everypony keeps calling me. What about me?"

"Oh, this is great!" Twilight exclaimed, stars twinkling in her eyes. "Now that Discord's here, I can just use my Element to- to- to-" Twilight rummaged around in her enchanted saddlebag, tossing some varius items aside and onto Optimus, before she panicked, tearing the bag off herself and beginning to just dump it's contents onto the floor.

"Where is it!? Where's-"

* * *

"The Element of Magic!" Megatron boasted, holding the crown in his claw and observing his reflection in the diadem. "You have done well, Dreadwing."

Dreadwing humbly bowed, the Phase Shifter displayed prominently on his arm. "I followed you instructions to the letter, Lord Megatron."

"Not to question your brillance, my liege," Knock Out said. "But now that we have it, what are we going to do with it?"

"When the Ponies used the combined power of the Elements of Harmony on me, it healed their own wounds." Megatron explained, more for Dreadwing's benefit then Knock Out's. "Come!"

Megatron walked down the hallways, the two 'Cons behind him, until they reached the Nemesis' primary power supply, where a four-pronged claw mounted on a wall carried Energon from a crane into the generator that the wall's other side.

Megatron put the Element of Magic in the claw where the Energon was supposed to go. It didn't detect the difference and treated the holy necklace just the same as any ol' cube. The Element sunk like a stone in the pool of Energon on the other side.

Knock Out and Dreadwing stumbled as a massive rumble rolled through the ship. The blue runic lines showing that the Energon was running smoothly began turning into all the colors of the rainbow.

In the halls, the Decepticons' were confused as to why all the blue lights and power conduits and computer screens were suddenly going form blue and purple to various rainbow colors.

On the bridge, they were alarmed with the room began to split down the middle, the actul bridge beginning to fold in the ship like a withdrawn tongue.

"LORD MEGATRON!" An Insecticon screamed, grabbing the fuel room's doorway arch for support. "The ship is tearing itself apart!"

In a fine example of just how completely deranged he was, the news his vessel was falling apart around him made Megatron laugh.

"Haaa...hahaha...Haaaa...HAHAHAHAHAAAA!"

Megatron patted the generator wall affectionately.

"Welcome back, old friend."

_CHEEEE...CHOOOOOM...CHOOOOOO...CHA-CHA-CHIIIINK._

* * *

All the ponies were gathed around, looking at their collection of Five Elements while Discord merrily cleaned around the base, unaware of the faith that awaited him.

"How are we supposed to put 'im back in place wit only five Elements?" Applejack questioned.

"That, my fair Applejack, is a question I do not know the answer to." Celestia sadly admitted.

"Well..." Twilight said. "We can't just leave Discord here on Earth, can we? We should at least...at least take him back to Equestria, even if we are an Element short, right?"

"And leave the most crucial Element who-knows-where here on Earth?" Dash exclaimed, appalled. "No way, Twilight! Who knows what a human do to it- or with it- if they found it!"

"As much as I agree with you, Twilight, I am afraid Rainbow Dash is right. We cannot allow a human to find the Element of Magic. Their kind may not be as treacherous as you believe, but they do not know what it is, and well-meaning ignorance can be just destructive as intentially malice."

"'Not as treacherous as I belive...?' What!?" Twilight exclaimed, offened.

"Hi!" June said, approaching. "I'm June Darby, I, uh, I helped Celestia get better after her fight."

"No you didn't!" Twilight insited, pointing her gossamer wings at June like daggers. "The Princess is fully capable of healing herself!"

"I'm afraid I am not as perfect as you'd like to believe, Twilight. June did aid with my recovery."

"_Lies_!" Twilight looked about ready to ram June and skewer her on said wings, but someone large and metal entered the room before she could do.

"OPTIMUS! You're okay!"

"Hello, every...pony. Ratchet has given me his medical pardon to walk freely and assurance I am mentally sound, although I must refrain from any strenuous activity." Optimus greeted, standing tall and with a new optic installed by Ratchet, the crack on his head fixed. "I trust everything is all right?"

"No." Twilgiht told him, pointing at June. "This human is trying to take credit for healing Celestia!"

Optimus looked at June, who shrugged.

"Twilight Sparkle, can we be certain that your experience with the humans has led you to be unwilling to accept the possbility of them being helpful at all?"

Celestia kept her face on Twilight, wondering that just as much as Optimus was.

"No." Twilight answered with a tone of finality. "We can't." She turned around and began walking off. "Come get me when you have the solution to our problem."

"Twilight, wait!" Pinkie said. "What about getting rid of the Dark Energon?"

Twilight paused. Pinkie could tell she just said something grave.

"I am afraid, Pinkimenia, that Twilight Sparkle's usage of Dark Energon has reached a point where is no longer possible to seperate her body from and keep it... _functional_." The pause in his speech was specifically so that the ponies understood his point.

"Oh..." They all said.

Celestia raised her head upward, trying to look for something to lighten the mood. "I do belive that the base is equipped with a T.V. June, what would you say about you and I resuming our...'show'?"

"Sounds fun!" June said, clapping her hands together and trying to take over Pinkie's job as the 'cheerer-upper'. The ponies gathered up their Elements and somberly joined June and Celestia as they prepped up the television for the cartoon that was suspicously similiar to their own lives when they weren't out battling evil.

"This is cute..." Rarity admitted after a few minutes.

"Yeah..."

Static flicked across the screen.

"Ooough!" June shrieked. "Stupid news feed! The stations air all these sweet cartoons, and not even they're safe from the stupid polital ads and-

"Attention, humans!" A growling voice belonging to no known news anchorpeople said, Megatron's undead face becoming visible on the screen. "Do not adjust your set; This is _not_ a regularly schedule broadcast."

"Optimus, I think you might be interested in this..." Celestia said softly, beckong over with her hoof. Optimus leaned down to watch the screen.

"We are the Decepticons, and I am Megatron. For three years now, we have waged our war with the Autobots on your planet, in secret, waiting for the day you would be ready to accept...'extraterrestials' as real. Now that are we no longer the only spacefarers on your world, we have come to the decision that day must come early." The screen switched to what looked to be a continental map, with a route tracing through that started at New York and went through the entire United States before ending on Canada's farest edges. "In 18 hours time, we wil begin our march through your 'America', destroying everything we see, starting with your precious Statue...of Liberty. Unless of course, your governments surrender aaall their postions of power to me before then." Megatron smiled at the juxtaposition he had just imposed. "The _choice _is _yours_! Have a nice day."

The screen flickered back to the nice, happy cartoon while the Ponies just had open jaws.

Optimus rose up and put his game-face on. "This is a grave matter indeed. Autobots, prepare to transform and roll-"

"Optimus!" Ratchet chided. "You're still not fully repaired! You can't go back into the field just yet!"

"Nor can I sit idly by as Megatron begins a new reign of terror on humanity." Optimus retorted.

Ratchet shook his head. "I'll take the rest of the team to scout ahead, and then maybe, maybe, depending on what we see, I'll let you go."

"Might I offer a suggestion?" Celestia asked.

"What?"

Without warning, a gold beam spit form Celestia's horn and hit Optimus in the chest. Optimus was wrapped in a gold glow, which disappeared.

"That should fix the problem." Celestia said. Ratchet held up his arm, scanning for anomalies.

"I don't believe it...you actually healed him?" Ratchet shook his head and muttered something about unicorn magic making him obselete. "You were saying, Optimus?"

"Autobots, transform and roll out!"

They did, rolling through the GroundBridge and arriving in a New York alleyway.

* * *

The Autobots began scanning their surrounders, and what they saw was most worrisome. Human police, military, firefighters and other members of the service were leading a city-wide evacution, guiding the citizens out of the city that was crawling with Decepticons. Vehicons of all makes and models stood on rooftops and corners of the street while Insections were stuck to the buildings' side.

"Why aren't they attacking?" Arcee wondered out loud.

"Megatron's 18 hour limit is a tactical advantage." Optimus said. "He is giving the humans one last chance to flee before the destruction begins."

"Optimus..." Ratchet said. "Look." He pointed at the Statue of Liberty in the distance.

"By the AllSpark!" Optimus exclaimed.

_BEEP BEEP BEEP!_

"What...is that?" Arcee gasped.

"Oh, I read about him!" Bulkhead exclaimed. "I missed the chance to get him the first time around."

* * *

The Ponies were quite surprised when the Autobots requested a GroundBridge so soon after their departure.

"What's up, guys?" Dash questioned.

"Trypticon lives." Optimus told them. They didn't know what that meant, but the tone in his voice made it quite clear certain doom was approaching.

"Trypticon?" Twilight asked.

"Hey...hey! Didn't y'all say sumthin' about Starscream bein' in charge of the Trypticon Space Station?" Applejack interjected.

"True. But the Space Station held many Dark Secrets." Ratchet clarified. "When Megatron attacked Cybertron with it, the Autobot aerial teams dectected the presence of transformation capablities onboard. Desperate to win, they infilitrated the ship and activated it, transforming it into Trypticon. We defeated Trypticon once, but the Decepticons recovered him...and converted his body into the Nemesis." Ratchet stopped, letting the ponies fill in the blanks themselves.

"You mean...that entire ship is a whole Decepticon!?"

"Ah thought' Vogel's Sweeper train wudda made a nasty 'Con!"

"That thing must be hugnormous!"

"It took every resource we had to beat him on Cybertron, and even then, we only barely succeded." Ratchet lamented. "How are we supposed to beat him now, with even less resources and the risk of collaratel damage?"

"We must utilize every last resource we can muster." Optimus said. "Contant Agent Fowler for a delivery of scrap metal."

The Autobots didn't seemed to understand the order, but Ratchet followed it without hesitance.

"Ponies..." Optimus turned to them. "This is not your world. This is not your war. But I ask you, you have proven powerful and valuble allies during your time here on Earth, so I must ask that you lend your hooves to us in our time of need to defeat Trypticon."

The Ponies all looked to each other.

"I will." Twilight said, stepping forward. "I don't _want_ to help any humans, but that's no reason to help you. Who's with me, anypony?"

Twilight's friends all looked to each other and smiled.

"There's no way I'm just leaving Arcee like that."

"I won't be able to rest knowing I didn't help Bulkhead."

"I like playing games with Bumblebee!"

"Oh, um... I don't want to hurt anypony...I also don't want Megatron to hurt anypony either."

"We're in, Twi'."

Optimus' lips twitched upward, but they didn't make a whole smile. "And what of you, Your Majesty?"

"I cannot abide Megatron's maltreatment of any a specius I barely know any more then I could his tyranny on Equestria. For the remainder of the day, Optimus of the Primes, my horn is yours."

"Thank you all."

"Hang on..." Twilight said, galloping down the stairs. "I'm going to go get something."

"Shouldn't we tell our human partners about this?" Arcee asked.

"Arcee, they may have proven useful at times, but they can't help with Trypticon-!" Ratchet exclaimed.

Optmus held his hand out. "No. Arcee is right. Contact Jack, Miko, and Rafael. Agent Fowler, the Rescue Bots, and Wheeljack. We will require every advantage we need. Fluttershy, ensure that your Insecticons are in fighting condition!"

Arcee looked at the computer. "Shipment of scrap is en route, but I want to know what you can _do_ with a bunch of scrap, Optimus."

Optimus reached into a hidden wall compartment, pulling out the Forge of Solus Prime. "As would I." He steaded the hammer in his grasp and swung it through the air.

About two hours later, Jack, Miko, Raf, the Rescue Bots, The Burns family, and Wheeljack were all standing in a straight line, waiting for Optmis to come and give them an 'offical' briefing.

"Autobots and our human partners, a grave threat has emerged that endangers the very safety of not just our mission on Earth, but for all mankind. To defeat it will require cooperation, teamwork, the trust and loyalty of partners..."

Optimus pulled a trolley into the room that a large selection of various sized guns on it. They were all weapons that been used during the last days of the War on Cybertron.

"And this large assorment of weapons I have successfully crafted from scrap metal using the Forge of Solus Prime." Optimus said, gesutring for everyone to come their pick.

It had to be said Optimus wasn't holding anything back. For himself, he had forged a large transforming ax as big as he was that a huge orange blade on it. Not only that, he made little relative tiny guns- which were just the right size for the ponies and humans to equip themselves with it.

"Optimus..." Jack said, holding up a black cannon called a 'Path Blaster' that was in human size. "Me, Raf and Miko all want to help, but we don't have any firearms training. How are we supposed to use these?"

"That is what you are going to discover for yourself." Optimus answered.

As everyone began arming themselves, Team Prime and Wheeljack made mention of what guns they were using and offer some explanations.

"A Nucleon Charge Rifle!" Arcee exclaimed, holding a gun with a long slender barrel. "Every Sniper dreams about having on these!"

"That's a Photon Burst you got there, Dash." Wheeljack said. "Three round burst, fast speed...should suit you to a 'T'.

Once everyone had gotten their choice, ranging everything from Scatter Blasters to X-12_ and _X-18 Scrapmakers. Wheeljack was in particularly found of picking up a Thermo Rocket Launcher.

"Autobots, Ponies, Rescue Bots...and our human allies...wait, where is Twilight Sparkle?"

"Here I am!" Twilight answered, walking into the room with her Morbot clad in Apex Armor and carrying an Ion Displacer. "Oh, oh wait! Megatron told that the Apex Armor was a Relic of the Primes! Um, do you want it, Optimus?"

"Now that you have been shown Starscream's deceit, I trust you will use the Armor to good use." Optimus declined.

Unseen from being in the Morbot's cockpit, Twilight smiled slightly, extremely thankful that Optimus would so willing to trust her so much so soon after seeing the real him. "Thanks, Optimus...it means a lot to hear you say that."

"Now, any last preparations?"

June and Raf waved from the GroundBridge control, not willing to engage in actual fighting, so they got to be mission control.

Optimus pointed his orange axe forward at the GroundBridge. "Now, my extended family tree of heroes... _Roll to the_ _Rescue_!"

* * *

Megatron, Fearstorm and Dreadwing stood on the Empire State Building, the tall thing-abob shimmering behind them as they watched for their enemies.

"No sign of the Autobots, my lord." Dreadwing said, kneeling on the edge.

"Two hours and still _no _sign?" Megatron balked. "Hahahaha! The Autobots must have given up the ghost when they saw Trypticon! Now, there will _no one_ in my way. I could SING I'm so excited!"

* * *

_*Decepticon War Chant*_

_Megatron:  
HAHA HA HA!_

_This city will be the first to crumble in our hands._

_Smoke and ash and fire _

_Blazing through as we march through the land!_

_I have erred, trying to take over the humans while leaving them out of our wars_

_But the only thing they understand is brutal- and DIRECT force!_

_Vechicons:_

_They are plague_

_we are the cure_

_They are insects_

_we are spray_

_This is our time_

_this is our day_

_Megatron:_

_Optimus, my dear old friend. _

_Go now. Leave this world to it's end-just as you left Cybertron!_

_The Autobots lie in their bunker hiding down._

_they can't save this world now._

_Fearstorm:_

_Victory is ours! _

_We'l rule this solar system from Mercury to Venus to Mars! _

_Knock Out:_

_This city...will crumble!_

_Imagine, _

_the children_

_choking on the dust and rubble! _

_Dreadwing:_

_I will beat war's drums! _

_So we may all hear the hums _

_of the winner's circle's bells!_

_Breakdown:_

_I can't wait!_

_To make all the humans pay for my optic's fate... _

_We'll smash everything down_

_Bringing the tallest buildings TO THE GROOOOUND! _

_Dreadwing:  
Hear our engines thunder!_

_As we prepare to blow up your so-called 'World Wonders!' _

_From this Statue to the Effiel Tower _

_Knock Out:_

_The skin jobs will BOW before our power!_

_Soundwave:_

_..._

_Megatron: _

_Those Autobots won't help, having lost all their spine! _

_Now it's time to spell doom... For allllll maaaaaaankiiiiiiiind!_

* * *

"Hahahaha!" Megatron laughed, merry in his victory. "Ahahahah! Hahahaha..ah...ha...huh?" His expression transformed from joy to confusion at the sight of Insecticons flying towards him.

"What are those scrapped-brain metal morons doing!?"

Dreadwing tapped Megatron on the shoulder. "Lord Megatron..." Dreadwing pointed uncomfortablely.

Megatron looked down and was blown away at the sight of Optimus Prime, driving down the road with Team Prime, Wheeljack and some other Autobots he had never seen before.

"Hrrn..."

Torpedos came down from the sky and utterly blew up a troupe of Vehicons who arranging Energon drillers to combat the enemies. In the Jackhammer, Rarity, piloting it with her magic, with Miko using some funky video-game controller set-up they had patched togther, shared a high-five.

"AAAAAGH!" Megatron bellowed. "DESTROY THEM ALL! CRUSH THEM! ERADICATE THEM! TEAR THEM TO SCRAP AND EAT THEIR VITAL COMPONENTS!"

"Ewwwwwwww!" One Vehicon exclaimed at the thought of eating components. For his unwilligness, Megatron grabbed him and flung him at Optimus' speeding convoy.

"Autobots, divide and conquer!" Optimus commanded. The other vehicles all turned into other lanes, a few deciding to bound up on the highways. Optimus transformed and began skidding across the road, using the bottom handle of his ax to slow his acceleration.

Celestia rose up into Megatron's field of view.

"Princess Celestia!" Megatron exclaimed. "I should be flattered, that you traveled so far from Equestria just to see little ol' me!"

"I am not here for you, Megatron, but I will gladly stay for you doom!" Celestia began charging up a blast in her horn.

"Celestia, no!" Optimus shouted, running for the State Building. "He is mine!"

Celestia nodded in acceptance of this and levitated Optimus with her magic, supusped him in the air just above the State Building.

"I'm not impressed by your fancy magic trick, Prime!" Megatron snarled.

"It's not _supposed_ to _impress_ you." Optimus retorted. Celestia dropped him, but rather fall to the ground, Optimus bounded forward with a raised leg, kicking Megatron in the face and off the Empire State.

Megatron wasn't that easy to dispatch, however. He transformed to his Cybertronian jet mode and took off. Optimus jumped onto of him. Megatron turned himself upside to shake Optimus off, but Prime refused to let go.

"AAAYYAH!" Optimus raised the ax and hacked through Megatron's engines, bringing the two crashing into a stray rooftop.

Megatron transformed, Optimus quickly leaping off him as they both got their bearings to fight.

Megatron screamed, his arm-blade forming and lunged at Optimus, who caught the sword in his ax.

"I see you got your old axe back!" Megatron snarled as he and Optimus got into another one of their famous battles.

Dreadwing admired the sight, then turned to Celestia. "So...you are Equestria's foremost authority." He pulled out his swords. "Do not expect that to save you!"

"And you, Decepticon, would do well not to expect me to spare you!" Celestia counted, blasting Dreadwing off the building.

Knock Out, Breakdown and Fearstorm all hopped off the Building and into the roads to take their pick of Autobot victims.

Knock Out's fingers twitchin in anitpaction, but he just yelped as Boulder ran him over without even realizing it.

"...Graham, did I hit something just there?"

Graham looked at Boulder's rearview.

"Nope." He fibbed at the sight of Knock Out lying unconcious.

"Ahh!" Breakdown exclaimed, landing just in front of Bulkhead. "There's my old pal!"

"Breakdown!" Bulkhead growled, transforming and showing the Ion Displacer he had equipped.

Breakdown jawdropped at the sight. "Where did you get_ that_!?"

"Let's just say there are certain advantages to having a Prime on your side."

Bulkhead blasted Breakdown down with the large unweildy gun's powerful fire.

Bumblebee found Fearstorm by way of Fearstorm smashing straight into his hood. Pinkie jumped out of the trunk and blasted Fearstorm away with firecrackers launched point-blank from the party cannon, but that only slowed Fearstorm down.

"...We may be in trouble." Pinkie said to Bumblebee when she saw how mostly unshaken Fearstrom was from her blast.

Arcee ran along the highways, taking out Vehicons with ease with her shiny new rifle. Rarity and Miko used the Jackhammer to great effect on the Decepticon masses. The Rescue Bots inexperince was quickly balanced out by their huge weapons, and Twilight's Armored Morbot smashed through Insecticons as though they were Miners.

Noticing out the corner of his eye that the fight was, against all odds, going against him, Megatron called in the big guns.

"TRYPTICON!"

A booming, shreiking roar like an old 50's monster movie drew everyone's attention to the huge metal beast in the distance, standing over by the Statue of Liberty. It was huge, big enough to outsize even Bruticus, and terrifiyng. It was a mostly-black Tyrannrosaurous Rex with yellow eyes, a purple bump on it's head and fangs more like saber-tooth tiger's in it's mouth. Bumps and dents covered it's frame, which was decorated in odd wings- the Nemesis' wings- and purple. They were no doubt concealing enough weapons for _two_ Decepticon armies.

"Call off your men, Optimus Prime, or I will destroy the Statue now. The loss of such an iconic building...the cost it would take to repair, not mention all the morale that'd be lost from it's destruction..." Megatron mused, smirking as he put Optimus in such a bad position.

"I'M ON IT!" Twilight shouted, crusing one Insecticon. Setting the Morbot to Autopilot, Twilight teleported outside the titan and flew for the Statue.

Trypticon saw the little tiny thing flying at him and reacted naturally. The dinosaur rasied's it's claw to smash the Statue, but all it hit was a big wall of purple magic.

"**RRRAAHUUUH?" **Trypticon groaned in confusion as the purple magic expanded into a force field, which pushed him away from the statue.

"**RAAAAAUUUUUGH!" **Trypticon shouted. Unwilling to back down, he started smashing against the force field. The pods and dents began unfolding, revealing their weapons, which alternated between the Nemesis' turret guns...and huge tow-line cables equipped with spikes in the center of swiveling three-pronged claws.

"AAAGH!" Megatron screamed at Trypticon's ineffectiness on the force field. "TRYPTICON! FOCOUS FIRE ON THE AUTOBOTS!"

Trpticon roared to show he heard his master's call, then aimed the tentancle/cables through the city, aiming for the Autobots.

"We should probably do something that Trypticon fellow, hmm?" Rarity questioned at Miko with a raise eyebrow.

"Yep!" Miko said, adjusting the analog sticks on her controller.

They flew the Jackhammer around Trypticon, beginning to orbit him and fired the torpedoes from it's spout, which all hit Trypticon straight in the face...which didn't even shake him.

Trypticon roared and fired another cable/tentacle, this one at the ship. It rammed straight the back, tearing up rear of the hull and disabling the engines.

As the Jackhammer began going down, Rarity busted of her buckle, swept Miko into her hooves, blasted a hole in the ship and levitated the both of them to safety.

"Thanks..." Miko said, clinging to Rarity for dear life.

"Miko..." Rarity said, panting heavily. "You recall when you asked about us being sisters? After that experience, I don't see how we could _not _be."

"Yeah..." Miko looked at the falling Jackhammer. "How upset do you think Jackie will be that we lost his ship?"

"He should understand, shouldn't he?"

Over at a different part of the city, Wheeljack shook his head as he watched ship going down. "Women can't drive..."

One of Trypticon's tentacles rose up into the air and launched for Optimus Prime. Out of all the combatants in the entirety of the city, Bumblebee was the only who noticed.

Optics narrowed in focous, Bumblebee ducked Fearstorm's punch and grabbed him, tearing his off with a pull. Fearstorm...dealt with, Bumblebee made a dash for the building of Optimus and Megatron's fight, using his extreme jumping abilites to wall-jump buildings until he reached.

Climbing up on the ledge, Bumblebee jumped into the air just in time, getting the tentacle that would've struck lodged into his own chest, which the tentacle mercilessly tore apart and open. It dropped Bumblebee to the ground and snaked away.

"BUMBLEBEE!" Optimus exclaimed, abandonig his ax and rushing over to cradle the young 'Bot. Megatron let him, because he wanted to see Optimus suffer.

"Bumblebee, are you all right? Speak!" Optimus encouraged.

Bumble, his chest now showing nothing but smashed up silver circuity, raised his hand and looked at Optimus.

_Beep...bep.. beep. _

Bumblebee blacked out and went limp in Optimus' arms.

"Hahaha..." Megatron laughed. "Perhaps now, Optimus, you'd be willing to surrender before someone else gets hurt?"

Optimus stood very still, only the barest twitches in his arms allowing Bumblebee to roll off them. Then he drew himself to full height and looked at Megatron, with an emotion in his optics Megatron knew quite , but was disturbed to see in Prime's gaze.

For that emotion...was _hate_.

"This has...to end. AUTOBOTS!" Optimus shouted, loud enough for all to hear. "Give Megatron's men one last, final chance to lay down their arms- if they do not take it_, end it, _here and now."

Even the Decepticons were shocked by Optimus' violent orders, but they still completely refused to back down.

Knock Out stood up and rubbed his head, seeing Arcee aiming straight for him with her Rifle.

"You _wouldn't_." Knock Out taunted.

Arcee aimed the rifle and put one straight in Knock Out's neck. Energon leaked out, and the good doctor fell back down.

Breakdown, having heard Optimus' new orders, began desperatly pounding on Bulkhead, trying to scrap him first, but Bulkhead put his Ion Displacer to good use as a shield before meleeing Breakdown away and blasting his head in.

Dreadwing was actually rather safe, his opponent, Celestia, not being an Autobot.

No one had noticed, but Soundwave had secretly using the GroundBridge to take potshots with Laserbeak, Soundwave's pet in his hand like a Targetmaster gun. Megatron had given him orders to weaponize the GroundBridge system.

There was no limit to his insanity, was there?

Chase appeared behind Soundwave, Heatwave having since, well, noticed that the GroundBridge's that been popping up and disappearing.

"I have recieved special permission from Cheif Burns to defy the social custom that 'what happens in Las Vegas, shall remain in Las Vegas'." Chase informed Soundwave.

Soundwave turned around to face the Rescue Bot, but Chase charged at him and punched in the face so hard his visor completely shattered, and the Decepticon was knocked out.

* * *

*Bullets (3)*

Megatron:

You're outnumbered, can't you see?

Why throw away your life so recklessly?

Optimus:

I don't need a reason why

Compared to you, I'm much more

because I would gladly die

for everything worth dying for

I've proven again and again, time after time,

I will fight you for the Autobots, for my belief, and_ for all mankind_!

Megatron & Optimus:

Some how

Some way

Some time

To-day!

For the glory/for the honour, My former friend,

TODAY'S THE DAY THAT

THIS WAR ENDS!

Megatron:

You were a libraian before I found you!  
You were a aristocrat when we begun!

You will be dust when we're through and done!

Looking through all this dust, dirt and grit!

Your army can't beat mine!

They'll run out of bull-ets!

Optimus:

Perhaps that much is true

But I do not need a _gun_ to defeat _you_!

I may not have 'magic' to draw on for my feats,

But even so, my friends are still the source of my strength!

Megatron:

Oh please!

Spare me this!

Listen to yourself,

Spouting such heroic nonsense!

You'll run out of bullets,

And then where will you be?

Beneath my heel!

...Unless you might change your mind

And pledge your loyalty to me.

Optimus:

NEVER!

I am still me,

I am still alive,

You, Decepticon,

Are a shell of the Megatron I knew

That diiied!

For far too long I've turned a blind eye

But now...what is you say, Megatron?

'_I will not be denied_!'

Megatron & Optimus:

Some how

Some way

Some time

To-day!

In my name/In justice's name, My former friend,

TODAY'S THE DAY THAT

THIS WAR ENDS!

Megatron:

One shall stand, one shall-

Optimus:

WILL YOU SHUT UP!?

* * *

Optimus charged at Megatron and punched in the face so hard his 'cheekplate' came flying off. Megatron growled, unshaken by the injury, but Optimus punched him again.

Megatron snapped his blade and attempted to stab Optimus, but Optimus grabbed the fusion cannon and tore off the whole assmbly, blade and all. Megatron was horrfied at the loss of his trademark weapon, his wrist sparking where it's parts had been removed. He equipped his silver knuckle on his other arm and tried to punch Optimus with, but Optimus yanked it out his hand and smashed in the head with it.

Tossing the knuckle and fusion cannon aside, Optimus converted both his arms into blades and stabbed both of them into Megatron's chest. Yellow sparks flew as Optimus carved into his old friend and enemy's chest, eventually removing a big wad of mesh.

Optimus shook the wad off his swords, then stabbed one into Megatron's chest and carved the Dark Energon in it out. Tossing the black substance away, Optimus prepared his Ion Blaster and shoved the end into Megatron's chest. Excessive, perhaps, but Optimus wanted to be sure, so he fired a shot that blew off Megatron's chest panels.

"For Bumblebee's voice box...For Zeta Prime...For Omega Supreme, Rafael, Skyquake, and all the others you have wronged in your promise and pursuit of power. For my brother, Megatronus." Optimus said, grabbing Megatron's head in his hand and crushed in it.

As Megatron's decapitated body fell away, Optimus felt the strangest, oddest sense of relief.

"It's over." Optimus whisperd to himself, looking at Megatron's corpse. He picked it up, lopped it over his shoulder, and jumped from building to building until he was in Dreadwing's vision.

"Dreadwing!" Optimus shouted, propping Megatron's body. "Behold what has become of your leader!"

Dreadwing growled and turned away, furious to see what slander the Prime had to say, and was in utter disbelief at the sight of Megatron's body. "No...no, it's not possible!"

"It is, Dreadwing! Or has your loyalty to Megatron made you unable to rely on your own optics?" Optimus told him. "Assume command, Dreadwing, and order a retreat- or this will happen to _all_ of your troops."

Dreadwing hesitated, indesive, his blades lowering and raised as he attempted to pick a desion. His honor won out, however, and there was no point in honouring a dead man. He pulled out his cell phone and talked into it.

"Decepticons!...Our master is dead. I see his very corpse in Optimus Prime's hands. We have no choice. We must fall back." Dreadwing transformed.

All around, the Autobots, ponies, and humans were elated to see the Decepticons all take off, the Insecticons lifting the Vehicons unable to take flight on their own. Pinkie, Rainbow Dash, and Applejack started cheering.

A bit too soon.

"**TRYPTICON DOES NOT YIELD! HE CONQUERS!**"

Optimus dropped Megatron's corpse on the building and turned to face the dinosaur.

Twilight flew over to Celestia and whispered something into her ear. Celestia smiled and nodded, and took off through New York's skyscrapers.

"Girls!" Twilight shouted, flying over. "The Dark Energon made me sense something- I think my Element is inside of Trypticon!"

"Wuuuut!?"

"Inside him?"

"That's good to know, darling, but what are we to_ do _about it?"

"I've got Celestia right on it." Twilight assured them. "Once she's done, we should be able to just hop in."

The Ponies all looked at Celestia to see what it was she was going to do.

"Isn't that how...?" Pinkie said.

"Oh, no way!" Dash said.

Celestia flew forwards, up, then down, then up again, and when she went up again...she sent off a Sonic Rainboom the color of her hair, green, blue and pink that knocked all the Autobots offline before they could even realize what hit them. The humans thought it was quite pretty, but were dismayed when their Autobots partners didn't respond.

"Wow!" Kade said. "Would you look at that, Heatwave? Heatwave? Heatwave?"

"It's done, Twilight!" Celestia shouted.

"Great! Now we just-"

"**YOU HAVE NOT BEATEN TRYPTICON! YOU HAVE MERELY STAGGERED HIM**!" Trypticon sorely rubbed the side of his head. **"...YOU MAY HAVE ALSO MADE HIM DEAF. BUT YOU HAVEN"T BEATEN HIM!" **

Twilight groaned at how her plan didn't work, and also knocked the robots on her team out.

"It's okay, Twilight!" Celestia said. "I'll draw his attention!"

Celestia fired a laser at Trypticon, which hit him square in the nose. He opened his mouth and belched out a stream of purple energy balls at her while Twilight flew around.

Landing on his side, Twilight used her magic to pry an entry hatch open and allow her entry. Once inside, she had to made a mad dash through the halls as turrets and cables mounted on Trypticon's insides attempted to remove her from his insides.

She flew gracefully to avoid all the firing cables, and eventually reached the generator room where her Element was crying out for her.

Twilight poked her face through the hole that Energon was normally put in, using her wings to keep the claw from closing on her. She used her magic to levitate it out the Energon pool.

"Gotcha!" Twilight exclaimed, taking the Element into her hooves.

Metal groaning tumbled through Trypticon.

"Thaaaaat isn't a good sound." Twilight noted.

"_Twilight_," Graham said through her comm. "_I don't know what you did, but Trypticon's about to fall over!"_

"Okay!?"

"_Not okay! Not only will he crush the buildings, but the shockwave from him hitting the water will flood the city_!"

"Oh my!" Twilight still wasn't trusting of the humans, but she had to draw line at destroying their homes. She couldn't very well put her Element back into Trypticon, could she?

She focused all her magic into her horn and tried to grab Trypticon, intending to use her magic to suspend until a better solution could be found, but all the strength she could muster only slowed the descent; Trypticon was still going to fall.

Unless...

"Please." Twilight prayed to no one in particular. "I need your power."

Squinting her eyes, Twilight was envopled in a flaming aura as the Dark Energon on her body glowled brighter then was seeminlg possible. Now she had Trypticon in her grip.

Straining with all her might, Twilight managed to teleport herself- and Trypticon with her to somewhere else in the ocean she could only hope was far enough away to keep the resulting tsunami of Trypticon's fall from hurting anything.

The Ponies and humans outside were totally blinded at the purple light from Trypticon as Twilight's magic did it's work. The Autobots came to just in time to see the beautiful splash off in the distance as Trypticon sunk into the waves below, more then far enough for it to pose no threat.

"Twilight...?" Applejack asked, despite how far away she was. "Are...y'all...

Boops came from Optimus' head-coom.

"_Optimus,_" Twilight said seriously. "_I hope you don't plan on leaving me here buried under ten tons of Decepticon ship!_"

"No, Twilight Sparkle, I do not. Blades! Trace the signal and perform a deep sea salvage for Twilight Sparkle!"

* * *

Hours later in the Autobot base, everyone was making their last preparations to let the Ponies go back home to Equestria, now that they had Discord and all their Elements where they should be. Everyone was almost ready, except for one thing...

"NO!" Ratchet screamed. "AND THAT-IS-FINAL!"

BEEEEEP BEEEP BEEEP!

"AAAAAGH!" Ratchet walked around the corner. "Pinkie Pie, Rafeal! Could you two please explain why Bumblebee can't come with you to wave the ponies off?"

"Okie-dokie-lokie!" Pinkie answered.

_Beep boop blloop! _Bumblebee said, limping into the room on Autobot-stlyed crutches.

"Aw, come on, 'Bee!" Raf signed. "You have to get your rest!"

_Beep beep...beep beep doo-doo wheeooo! _

Ratchet shook his head. "Uggh! Fine! Activating the GroundBridge..." He pulled the lever.

"Bye Rainbow Dash! Bye Sister!" Miko said, waving them off. "I'll come kill you if you don't come back to visit!"

Dash and Rarity shared a laugh. "Ahahahah!"

Celestia leaned in to whisper to the two of them. "She's kidding, right?"

Dash and Rarity looked at other.

"You know...why risk finding out, Princess?"

"I suppose you have a point."

"Bye, Pinkie..." Raf said shyly. "Bye, Rarity..."

Jack and June didn't single out any names, just waving and smiling.

Team Prime and Discord acompanied the Ponies through the GroundBridge, where it took them to Twilight's Space Bridge on Griffin Rock.

"I wish you well on your quest to keep good ties with the humans, Optimus Prime." Celestia said.

Optimus signed. "Thank for your wishes, Your Majesty. The consquences of Megatron having revealed our presence to humankind could potentially roll for generations...I can only hope that it will end well."

"Well, should Earth prove no longer to your liking, you and your Autobots are quite welcome to come to Equestria!"

The Autobots and Ponies stared at the beckoning Space Bridge portal.

"So..." Arcee said, standing next to Rainbow Dash. "This is goodbye, huh?"

"Not forever!" Dash said. "Just...goodbye."

"I'm gonna miss you..." Bulkhead said to Rarity. "My little Wrecker..." Rarity giggled and hugged his foot.

_Beep beep beep._

_doot-doot deweeeet!_

"I...guess I'll miss you in some...small way." Ratchet very reluncantly admitted.

Fluttershy giggled. "I won't miss you, Ratchet...but I'll always remembered how you helped with my Insecticons."

Celestia approached Twilight. "Ready to go, my most faithful student?"

"No."

Everypony felt rather like they had just a sock with a brick inside it to the face.

"'No'!?"

"Wudda ya mean, no, sugercube!?"

"There's still...something I have to do." Twilight said. "Something...big."

"Which is...?" Celestia asked.

Twilight began backing away from her mentor. "It's...no, I am...the alpha and the omega. The beginning and the end. I am that which is, which was, and is yet to come!"

"Twilight, what are you talking about!?"

"_Celestia..." _Optimus said in a dangerouly low whisper. "_Get away. Get away now." _

"Optimus, there is something wrong with my student and I intended to find out wha-"

A massive blast of purple exploded from Twilight's horn, which threw all the ponies and Autobots against the walls.

"Twilight!" Dash demanded, getting up. "What has gotten in...to...you?"

Optimus was the second one up, and he wasted no time getting over to Twilight. A flaming pillar was rising from Twilight's horn, and taking a...shape. Like a human- no, a Cybertronian! With large shoulders and arms.

Dirt and rock from the cavern rose out of the ground and began alining itself with the bold black pattern on Twilight's gossamer wings...which said gossamer then completely disintregrated, the rock and soil forming a new set of wings in the shape of the pattern.

The flaming specter seemingly finished forming, having completed into a Decepticon- as least asthically- with a horned head that looked quasi-_Satanic_.

"Lord Unicron." Optimus said without fear.

**"AH."** The flame addressed as Unicorn said, but it's voice wasn't really a voice. More rock and soil banging on itself to make noise. It hurt the ponies' ears. **"SO YOU REMEMBER MY NAME, DISCIPLE OF PRIMUS. PITY I CANNOT REMEMBER YOURS."**

"Uh, somepony wanna explain me to what in the buck is goin' on 'ere?" Applejack asked.

Ratchet raised his hand to answer.

**"UNICRON SHALL ATTEND TO HIS OWN EXPOSITION!"** Unicron shouted. **"EONS AGO, I WAS EJECTED INTO SPACE FROM MY BROTHER PRIMUS' CYBERTRON, AND BECAME ONE WITH THE PLANET EARTH. A FEW MOONS AGOS, MY DORMANT SPARK REACTIVATED FORCING THE DISCIPLE OF PRIMUS-" **Unicron pointed at Optimus.** "TO UNLEASH THE POWER OF THE MATRIX, SENDING ME INTO LIMBO. BUT WHEN TWILIGHT SPARKLE DIED, HER SPARK WENT INTO THE LIMBO AS WELL. WHEN THE DARK ENERGON ATTEMPTED TO BRING HER BACK, SHE RESISTED AT FIRST, FEELING GUILTY ABOUT EXTRACTING THE SPARK OF THE HUMAN'S FRIEND, BUT MY PRODDING IMPLORED HER OTHERWISE. EVER SINCE, I HAVE BEEN FESTERING IN THE RECESSES OF TWILIGHT SPARKLE'S MIND."**

"That...actually makes complete sense!" Ratchet exclaimed. "It would explain so much- how Twilight knew there'd be Dark Energon on Griffin Rock- her insisence on using as much Dark Energon as possible..."

"And how she retained her memories and sense of self after her resurrection by Dark Energon, despite being unambigously dead." Optimus added.

"Be that very well as it may," Celestia hissed. "I will not permit you, Lord Unicron, to possess my most faithful student!"

**"I DO NOT _NEED_ YOUR _PERMISSION._"**

Celestia took the air and fired a blast at Unicron, which made him dissapite and threw Twilight into a cavern wall.

"Princess!" Twilight whined. "Why...?"

Celestia's eyes widened, and her first reaction was to lunge to Twilight's aid and comfort, but Optimus grabbed her by the tail.

"No, Your Majesty. Unicron is merely trying to trick you into coming close."

Celestia bit her lip, wanting to take Optimus' word, but the sight of Twilight so distraught and betrayed broke her heart.

"Priiiiincessssss!" Twilight whined.

"Oooh!" Celestia bucked Optimus' hand and flew towards Twilight, only for a flaming purple hand to grab her.

"**HAAAAA...ONCE AGAIN, YOU HAVE FAILED TO LISTEN TO THE DISCIPLE, MATRIARCH.**"

"No pony uses Twilight like that!" Dash declared, rearing up to charge. She propelled herself at Unicron/Twilight and Celestia, but Unicron used his connnection to the Earth to sink, his vessel, and Celestia down.

"No!" Dash said, standing over the hole Unicron had left.

"All is not lost, Rainbow Dash." Optimus said. "Ratchet, prepare the Space Bridge!"

* * *

Celestia kept her eyes shut tight as she taken several millions miles below ground, all the way into the Earth's core, which looked more like a Cybertronian building then anything she'd seeon Earth.

Once they had landed on one of the many bridge networks leading to Unicron's spark chamber, Unicron flung her against the floor, putting her face-to-face with some black metal demon with mosquite wings and jellyfish tentcales as big as she was.

"What are these?"

**"MY ANTI-BODIES. PAY THEM NO MIND."** Unicron pointed towards a largh hatch in the wall. **"ENTER THERE."**

Celestia glared at Unicron, but did as instructed.

"The door is locked." Celestia quipped.

Unicron raised his hand and clenched it through the air. "**NOW IT IS NOT.**"

The door opened, allowing Celestia and Twilight through. They were in a large room with a empty hole in the center. Just above the hole was a collar of some sort, with a matching collar on the ceiling. A rotating sphere was levitating between the collars.

"What's that?" Celestia said, pointing at the sphere.

**"MY INACTIVE SPARK. I HAD PLANNED TO USE TWILIGHT"S VAST MAGIC RESERVES TO REJUVANATE IT, BUT I BELIEVE YOURS WILL WORK JUST AS WELL."**

Celestia crossed her front leg. "And what makes you think I'll do that?"

**"I HAVE YOUR STUDENT. YOU WILL REJUVANTE ME, OR SHE WILL DIE."**

"No, she won't." Celestia retorted. "If you kill her, you no longer have your vessel, and I no longer have any reason to heal your Spark...unless of course, you can transfer yourself from her to me, but given what you have said, I think you would've done that by now if you could, hmm?"

Unicron, for all his power and omnipotence, was taken aback by Celestia's show of defiance.

"In fact, I'll bet Twilight Sparkle is fighting your possesion as we speak!"

**"PERHAPS IT WOULD INTEREST YOU TO KNOW, MATRIARCH, SHE QUIT FIGHTING ME THIS VERY DAY."**

Unicron had turned the tables, as Celestia was not expecting to hear that.

"W-what did you mean?"

**"TWILIGHT SPARKLE ALLOWED ME IN, SO THAT SHE COULD USE MY POWER TO MOVE THE ONE CALLED 'TRYPTICON' TO PREVENT HIM FROM DESTROYING THE HUMAN PARASITES' HOME."**

Celestia was upset at this. She looked away from Unicron and at Twilight's fire-engulfed body.

"Oh, Twilight...I am so proud and shamed. Proud that you have saved the homes of so many today...and ashamed you'd let yourself be consumed by evil to do it."

Twilight's hoof raised up of it's own accord, but Unicron growled, which forced it back down.

Celestia, shaken by this revealtion, consented.

"I wil restore you, Lord Unicron..." Celestia downtrodden approached the Spark and begin to prepare her magic...

When a Space Bridge opened up above the two of the. Optimus, in truck mode and with his trailer attached, rolled out of it and transformed, detaching from the trailer. He jumped on top of it, using it like a surfboard against the metal floors, spark burning from the scraping.

"Optimus!"

**"DISCIPLE!"**

"Unicron!" Optimus counted, jumping off his trailer. "I am here with the key to your defeat."

**"OH?**" Unicron said. **"YOU ARE WILLING TO RISK YOUR MEMORIES TO DEFEAT ME AGAIN?"**

"Yes." Optimus answered. "But I have an hypothesis that may make that unnessecary."

The trailer's door opened, and Fluttershy, Applejack, Rainbow Dash, Rarity and Pinkie Pie all hopped out in their spacesuit with their Elements equipped.

Unicron and Celestia were understandbly confused.

"I don't quite understand..."

"During mine and the ponies first altercation, the Matrix of Leadership deactived the Elements when they attempted to use it on me. This leads to believe they may very well work together."

**"THE ELEMENTS OF HARMONY CANNOT WORK UNLESS THEY ARE ALL ASSEMBLED. YOU THINK YOU CAN USE THE MATRIX OF LEADERSHIP AS A SUBSTITE FOR THE ELEMENT OF MAGIC!?"**

"In regards to _you_, yes." Optimus answered.

**"...YOU'RE INSANE."**

"Sometimes crazy works. Are you prepared, my little ponies?"

"Yeah!" sounded out from the equines.

Optimus' window transformed open, showing the Matrix of Leadership within it. The Matrix was a small little golden-orange thing, equipped with handles on it for holding.

**"NOOOOOOOO!"** Unicron shouted, making Twilight gallop over to his image could reach Optimus. A blue shaft of light shot from the Matrix and hit Unicron in the chest, immoblizing him.

The ponies all closed their eyes, not sure if it was working or not. Eventually, the Elements sensed the Matrix's energies and reacted, shooting their respective rainbow colors at the Matrix in a trapezoid. Then the beams extended past the trapezoid and around the room and Unicron, wrapping around his arms like bondages.

**"NOOOOO! NOOOOOOOOOO!"**

Celestia raised her wing to block the light...

As the entire chamber went was filled with blue Leadership and rainbow Harmony, before going white...


	16. THE FINAL TABLEAUX

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...  
**

* * *

Twilight was standing alone in a void of purple flames, removed from, but still inside, her own body..._"This is incredible!" _Twilight noted, Unicron coursing through her veins. "_So much raw power! It's amazing my body hasn't...exploded twice or something under the pressure!"_

Twilight could hear Celestia's scolding appraisal of her actions, and tried to reach her hoof out to show she heard her mentor, but the Chaos-Bringer Unicron had her body under his total dominion.

"I will restore you, Lord Unicron." She heard Celestia say.

_"Princess, NO! DON'T!" _Twilight begged in her head. _"I appreciate you care for me that much, but Unicron is too dangerous! I'M NOT WORTH THE RISK!" _

Even with the flames of Anti-Spark covering her vision, Twilight could still see through her own eyes as Celestia's horn began glowing.

She could also see as a Space Bridge opened up, followed by her friends in their Elements as they exited Optimus' trailer.

"Are you prepared, my little ponies?"

"YEAH!"

Twilight could just barely make it out as six lights, one light blue, the others the colors of the rainbow absent purple, began charging. She raised her leg to shield herself from the glare.

**"NOOOOO! NOOOOOOOOOO!" **

* * *

Twilight's eyes were filled with blackness. A few blinks revealed it was just the back of her eyelids. It took her a moment for her to realize she was on a bed. It had been so long...the sensation was almost alien now.

Rubbing her head sorely, she tried to think of what happened before she blacked out.

Celestia...Celestia was there, wasn't she? And her friends...and...two other, um, dudes. Their names escaped her at the moment, but there was something nagging about the thought of either of them.

"Hey!" A guard greeted her- a Canterlot royal guard.

Looking around, Twilight could see she was in the bedroom of her old observatory.

"You're awake! We were starting to think you might never make it out of that funk."

"How long was I out?" Twilight questioned the guard. Celestia must've sent him here to make she was okay when she woke up and could know anything she needed to be told.

"Oh, not too long...about...six years, or so?"

* * *

_**HERE MEN FROM THE PLANET EARTH FIRST SET FOOT UPON THE MOON JULY 1969, A.D. WE CAME IN PEACE**_

**FOR ALL MANKIND:**

**THE FINAL TABLEAUX  
**

* * *

"SIX YEARS!?"

"Yeah." The guard said. "Some...guy used something to help your friends use the Elements and get some nasty demon in you out?"

Something about the Guard's sentence ticked at Twilight, and before she even knew why, she lashed out at him.

"Optimus is not just 'some guy'! He is the Last of the Primes, and you will respect him the way you would a_ Princess_!"

Optimus Prime! That was the name she was forgetting. And the other...that was Unicron. Twilight shuddered just thinking about him.

While Unicron was inside her head, Twilight could kinda... 'take a little peeksy' at what was inside Unicron's. It was...not pleasant.

But she had to ignore that now. First things first. Get the world around her in a working order.

"Where are my friends?"

"Ah! The Princess thought you might ask that. Applejack's at the farm, Rarity's moved to Canterlot, Fluttershy's still at her cottage- although, I think she's actually visiting Canterlot right now- and Rainbow Dash is close to the Wonderbolts. Find the 'Bolts, find Rainbow Dash."

"Close to the Wonderbolts?" Twilight giggled. "I knew Dash wanted to join them, but eesh."

"Oh, I don't think she wanted to." The Guard told her. "I'm fairly certain she _did_."

Oh! That, Twilight was not expecting. Wait a minute...

"Where's Discord? Where are the Elements of Harmony?"

"Celestia said to tell Discord's been taken care of. As for the Elements, I don't have any idea where they are. You'll have to ask the Princess."

"Hmmm..." Well, that's almost everything...but why is it an 'almost'?

"Where's Spike?"

"At the Ponyville Library, just like you left him."

"Okay...I think that'll be all, Guard."

"Uh," The Guard stuttered at Twilight's dismissing him. "Are you sure, ma'am? Celestia said not to let you out of my sight until she got a chance to look at you..."

"Well, let's go give her that chance!" Twilight began trotting towards the door, but stopped.

The Dark Energon! Her new, bony wings that were the same as Unicron's and larger on her body then Celestia's own were on hers! How would everypony in Canterlot react to seeing what...a monstrosity she had become?

"Uh, Miss Twilight?" The Guard said. "Is there something wrong?"

"YES!" Twilight answered. "The Dark Energon! What will ponies think if they see it all over me!?"

The Guard looked at her, confused.

"Uh, I don't see any...Dark Energon."

"You don't!? But then..." Twilight rubbed her chest with her hoof. Sure enough, no trace of the Anti-Spark was to be found, not in her chest, not in her shoulders, not in her Cutie Mark, and _definitely_ no bigger-then-Celestia's wings.

"Oh." Twilight was too grateful she wasn't a horrific abomination now to question how this happened.

"Anyways, let's go see the Princess! And maybe I can get back home..."

"I thought Canterlot was your home?" The guard said.

Twilight kept her eyes away from him. "It _used_ to be."

The Guard 'led' Twilight to a carriage just outside the observatory. 'Led' because for whatever reason, Twilight refused to let the Guard in front of him. They climbed into the carriage and motion for the Pegasi there to take them to Celestia. They whinnied and nodded, taking flight straight for the castle.

They landed on a large balcony. Celestia wasn't there at first, but she quickly appeared when news reached her student had shown up.

"Twilight Sparkle! It's so good to see you well, and after all these years? How long has it been?"

"According to Mister Clingy-Pants over here, six years." Twilight answered, glaring ice at the guard. "Princess, what happened to Discord?"

"He's been taken care of."

"I know, but what happened?"

Celestia stomped her hoof, her gaze hardening. "Twilight, the measures took to entrap Discord without were drastic, and I nor anypony else wish to speak of them! Now do not ask about it again!"

"Okay!" Twilight raised her hooves in surrender. "I'm sorry, Princess...I just wanted to know."

Celestia's face softened. "It's fine, my little pony. I look forward to having lunch with you later today, now that you are awake, Twilight Sparkle. Is there anything else you need before I leave?"

"Yeah." Twilight gestured to the Guard. "Can you, um..."

"You are dismissed, Clingy-Pants." Celestia told the guard, who flushed at Celestia calling him such a sudden nick-name. He nodded and jumped out of the carriage, running into the door Celestia had exited out of.

"Anything else?"

Twilight pouted, her hooves drawn in nervously.

"I can't help with your problems if you don't tell me them, Twilight."

"Princess...I don't want you to upset, but I'd rather my first lunch in six years with my friends."

This seemed to make Celestia distraught. "Have I done something to make you uncomfortable, my little pony?"

"No, no no not at all!" Twilight assured her. "It's just...you know I'm okay. I want my friends to know I'm okay."

"I question whether or not you are okay, Twilight, if you're turning down lunch with me!"

"No! It's just...There's always next time, isn't there?" Twilight's eyes became moist and pleading.

Celestia signed, moved. "Very well. I do believe I saw Fluttershy over by the malt shop in the west part of the city."

Celestia entered the door back into the tower, but Twilight couldn't shake the feeling that she had disappointed Celestia somehow...or perhaps that was the lack of Dark Energon in her taking it's toll.

It sounded strange to say, but after having so much of Unicron's blood in her veins- after having Unicron himself in her...the Dark Energon had become a part of her. And just removing a part of her, instead of trying to overcome and accept it was cowardly thing to do. It's something Rarity would do, but not her. She would trust her friends to help her live _through _it, not _without_ it.

Twilight climbed back into the carriage and ordered the carrier pegasi to take her to where Fluttershy was.

_"Celestia's instructions weren't wrong. That was a weird thought. Why would I doubt Celestia at all? Never mind..."_

Fluttershy was just ahead sipping a drink through a straw on a bench!

And she wasn't an technoorganic half-Insecticon!

"Fluttershy!" Twilight exclaimed, running to the other side of the bench.

"OH!" Fluttershy exclaimed, hugging her drink close to her chest in surprise. "Oh, Twilight! It's just you. You scared me..."

Twilight didn't like to think of herself as arrogant, but Fluttershy didn't seem to have the reaction she would think Fluttershy would have after seeing a friend they hadn't seen in six years...

"You don't seem surprised to see me."

"Oh, I am." Fluttershy assured her. "My head's just...messed up right now."

"How are the other girls?"

"Mostly okay. Sometimes they miss you, but they try not to let it interfere with all their hard work."

"Huh..." Twilight rested her knee against the table. "Hey, Fluttershy? I don't have any more Dark Energon in me...and you're not an Insecticon anymore. How'd that happen?"

"Oh. Um, when we used the Elements of Harmony with the Matrix to get rid of Unicron, it fixed all our, um...'anomalies', I guess you could say?"

Twilight's eyes sparkled with hope. "Does this mean Rarity has her horn back? And Pinkie Pie's no longer all burnt?"

Fluttershy nodded.

"And you're...you're no longer a member of the Insecticon hive!" Twilight exclaimed. "That's great, Fluttershy."

Fluttershy's eye twitched, which was not what Twilight expected to see.

"Fluttershy...? Is...something wrong?"

"YES!" Fluttershy shouted, shattering her glass in her hoof and jumping onto the table to stare Twiight in the face. "All our friends keep saying I'm crazy...'scarred for life'...but I'm still a member of the hive! I'm still a Princess! You...never...stop...being part of the hive!"

Fluttershy panted and heaved from her outburst. Twilight reached a hoof over Fluttershy's leg and tried to comfort her.

"Got it all out?"

"Yes...I'm sorry for yelling at you." Fluttershy slinked back into her seat. "I just... I can hear them, Twilight! My Insecticons! My babies! They're singing for me...for their Princess."

Fluttershy banged her hoof against the table, fruitlessly trying to make it transform.

"Everything...feels..._wrong_." Fluttershy choked out, her head dropping against the table and her ears falling down, making her look like a kicked puppy.

"Okay, okay..." Twilight patted Fluttershy's hoof. "I'm going to get everypony else. When we're done, we'll come back and try to get you through this, okay?" Twilight left the table and began trotting away. "I'll be right back!"

"Twilight?"

Twilight stopped and turned around to see what one last thing Fluttershy wanted.

"Where are my babies?"

"I...I don't know, Fluttershy. I'm sorry."

* * *

Rarity sat at a table in Canterlot's high and mighty bridges, waiting for her date to return. She whipped around to see it who was, and it was-

"Twilight, darling! It's so good to see you again!" Rarity said.

"Good to see you too, Rarity." Twilight greeted back. 'Um, did you know Fluttershy is having some adaptive issues?"

"I am _all too familiar _with Fluttershy's adaptive issues, Twilight." Rarity answered. "_This_ is what you interrupted my date for?"

"Well...yes!" Twilight said. "Fluttershy's head is all-" Twilight waved her hoof through the air in a circle, unable to think of a word.

"I know, darling. _Everypony _knows. We've decided to just...ignore it."

"Ignore it!?"

"I know it's rude, Twilight, but Applejack and I put our heads and did everything we could think of! Nothing we could think of could help make her forget about her Insecticons."

"Forget?" Twilight furrowed her brows. "You mean find, don't you?"

Rarity frowned. "No, darling. There's no point in trying to find them." Rarity held her hoof up to the sky and the stars their destination. "They're probably a million light years away on Earth by now."

"Can't we just use the Space Bridge?"

"It doesn't have a terminal here on Equestria."

"Well, how far is the range on our earpieces?"

"Not long enough!" Rarity pounded her hoof on the table, infuriated that Twilight was so insistent. "I am on a date, and I will not have you dragging me into pointless expeditions just to sate your silly nonsense!"

Twilight frowned. Rarity wasn't going to budge. "I can't believe you're forsaking one of our friends for romance!"

"Correction: I am ignoring crazy ponies in favor of romance!"

Twilight turned to leave, her hooves moving slowly. She still wasn't sure what it was she was feeling, first towards Celestia, now to Rarity, but whatever it was, it was making her uneasy. She wanted to something to Rarity. Something mean. Something that would _stick _and_ sting_.

"I'm sure Bulkhead would approve of that attitude." Twilight spat bitterly before departing, leaving Rarity alone with that thought and all the shakes to her mindframe it did.

"Hey!" A dark blue blonde unicorn greeted, walking up to Rarity's table. "I was half-expecting you to bail on me when my back was turned. You're not like other mares, are you?" Her date approached her and nuzzled her on the cheek.

"No..." Rarity said, looking up at her horn. "I suppose I'm not." She began rubbing it tenderly. Her horn, unbroken. She should feel elated! But...it was wrong somehow. It- it disgraced the memory of her crime of hurting Raf- which didn't happen due to time travel hijinks... and that just made the memory desecration even _worse_.

But Rarity quickly forgot all of her woes with the presence of her new beau to make her feel the only star in the universe.

* * *

Rainbow Dash flew through the air without a care, the Wonderbolts' costume on hugging tightly to her body, smoke and electricity trailing from it and smothering her normal rainbow trail.

"Rainbow Dash! Rainbow Dash!"

"Not now, Pinkie Pie!"

"I'M TWILIGHT YOU- It's Twilight Sparkle!"

Rainbow Dash broke into a careening halt, practically banging herself against a wall of non-solid air, and turned around. "Twilight!?"

Sure enough, below on the ground, Twilight was sitting down, waiting for her old friend to descend and approach her. Dash obliged, landing down in front of her. "What's up, egghead?"

"Flutteshy's needs to find her Insecticons!" Twilight quickly explained. "I tried to get Rarity's help, but she just said-"

Twilight noticed a very bored and disinterested look on Dash's face.

"You're just going to say what Rarity said, aren't you?"

"Maybe. Did Rarity say we tried to help Fluttershy, but we couldn't do anything?"

Twilight looked away. "Something to that effect."

"Twilight, listen." Dash said as comfortingly as a brash pony like her could. "I want to help Fluttershy. I really do. But I can't. I tried, and I blew it, okay?"

Twilight couldn't believe what she was hearing. Dash was being humble in defeat? What was next? Maybe Megatron would come over and offer her a plate of cookies on a silver platter!

Oh wait...considering that Megatron was dead, that was essentially a rigged proposition.

"Are you sure you've done everything you can for Fluttershy?" Twilight asked hopefully.

"You got a new idea?"

"Well, um...'Round up all our friends and get together to support her'?"

"Yeah. Rarity tried that one already. See ya!" Dash started flapping her wings. "I got some moves to practice with the Wonderbolts!"

Twilight reached a hoof out to stop her, but Rainbow Dash back-flipped and took off.

Twilight's looked down in concern. A whole six years had passed by without her around? Rainbow Dash was in the Wonderbolts, Rarity had a boyfriend...what was next?

As she made her way out of the grass plains and back into Canterlot proper, she couldn't help but notice how all the ponies in the high-class city were all smiling. All of them. Even the ones she knew were a bunch of surly, cranky types.

There was only one possible explanation.

"Pinkie Pie has something to do with this." Twilight concluded.

The most party-est pony in Equestria sprung out of an passing awning like taffy, as though the mention of her name was a like a witch's chant summoning it's pet ghoul.

"Hi, Twilight! I'm so super excited that you're awake! Are you? I am!"

"Not really..." Twilight muttered. Pinkie Pie didn't seem to hear her.

"I've making every pony in Canterlot smile since I finished making everypony in Ponyville smile! And after I get you to smile, I'll go to Trottingham, then Fillydelphia, then-"

"You're not getting me to smile, Pinkie."

Pinkie was aghast at this. "Not smiling? That's like, the worstest worst thing! "What do you mean, Twilight?"

"Fluttershy's having issues, and neither Rarity or Rainbow Dash are willing to come and try to help!"

"That's because we all tried already, Twilight." Pinkie reminded her, irking the unicorn.

"I know you did!" Twilight didn't mean to yell, but she did. "I know you TRIED! You need to TRY AGAIN!"

"Well..." Pinkie scraped a hoof. "Twilight, what's changed since the last time we tried?"

"I. Wasn't. There." Twilight snarled, making Pinkie uncomfortable. Pinkie started backing away. Twilight stepped forward in response. Pinkie was going to back into a wall sooner or later, so they cut out the middle mare and quit moving.

"I have the knowledge...of Unicron's horror inside my head. If I can know that- if my head is _physically capble_ of containing that data and not exploding out of sheer horror- then I can certainly figure out how to help one of my friends!"

Pinkie grimaced. To her, Twilight was trying to round back up something all the others had long abandoned, and not for a good reason.

"Where's Applejack, Pinkie? Maybe I can talk some sense into her..."

"Oh." Pinkie said.

She fell onto her back laughing.

"HAHAHAHHA! AS IF! Twilight, maybe you can talk some sense into her, but ever since we came home from Earth, she's been stuck to Applebloom!"

"Stuck? What do you mean 'stuck'?"

"I mean, when Cheerilee asked Applejack to leave the school so Apple Bloom wouldn't have her cheat on her homework, A.J bucked her in the Cutie Mark! They made a co-coo-con"

"Compromise?"

"Yeah!"

Twilight shook her head, the usaul fire of her impatience with Pinkie's antics proving not all put out by the chill of a half-dozen years. "I'm going to find Applejack."

"Twilight, wait! You can't leave! I haven't made you smile yet!"

Twilight got a clever, vicious, awful idea.

"You know what'll make me smile, Pinkie? If all our friends are gathered around and ready to help Fluttershy once I get back!"

"But-" Twilight took off galloping before Pinkie could even get her objection out.

Pinkie found herself locked in a stalemate. Getting all her friends around would've made Twilight happy, but it also would've made them all frustrated. She tapper her chin in thought.

"The needs of the many outweight the needs of the few or the one, I guess!" So Pinkie went hopping off, not heading for of her old friends at all, because they were the many, while Twilight got the short end and got to be the 'one'.

* * *

Twilight found a whole bunch of Guards in black and gray armors loafing about all around the train to Ponyville. "W-what are you Guards doing here?"

"We're..." one Guard said, obviously close to drifting off into sleep. Opening one eye slightly, he snapped to attention at the sight of Twilight Sparkle. "We have explicit orders to prevent you from leaving the train until you've talked to all your friends."

Twilight was befuddled by this. Who or what would give the Guards' orders like that? Maybe Celestia wanted to be sure that she had all friends up-to-speed before she left the city?

"Well, you should be aware, one of my friends is in Ponyville, and I can't go and talk to them unless you _let me on the train_!"

The Guards looked at each other, confused, like this was a possibility they hadn't thought of.

_I'm getting quite tempted to blast them all aside with my untold power. ...Another strange thought. I'm having a lot of those today. _

"Well? Are you going to let me on or not?"

The Guards looked to each other. "Uhh..."

"I'm sure Celestia will happy when I tell her about how you're keeping from seeing my friends." Twilight let slip. At the mention of Celestia's name, the Guards scrambled.

"R-r-r-ight this way, Miss Sparkle!" One Guard said, pointing to a open door.

Twilight held her head up high as she trotted inside the train, casting the Guards the evil eye as she entered. The click and whir of the carriage door closing behind her made wince, reminding her of the Autobots and her last Morbot. Would Optimus be willing to, and have the supplies to let her rebuild her army? Then again, what point would she have in owning an army now?

Still, having rode around in a truck that could turn into a protective death robot at any moment danger presented itself, riding around in a train that didn't transform felt kinda...lacking.

The train's wheels churned to a stop.

"Ponyville Train Station!" The conductor called out. "All's off if yer goin' off!"

Twilight was indeed, 'goin' off' and made no effort to hide her haste from anypony else that might've been on the train...but when she got off, she noticed a lack of other ponies on the train.

"That's funny...you'd think there'd be ponies on the train besides me." Twilight noted. She also noticed how the sky above was kind of a dark blue. But it wasn't night, it was day. And there were odd, blue-gray sketches in the sky like somepony had scribbled on it with a crayon.

Seeing the unnatural shapes made Twilight feel urgent. She galloped forward down the stairs of the train platform.

"I hope Applejack knows what's up with the sky!"

Applejack, Stetson titled firmly to the side, was pressed against the window of the Ponyville school, keeping an eye like a hawk on her precious little sister. Inside, Apple Bloom was scribbling with a pencil, doing her best to do today's homework.

"Y'all can do it, Apple Bloom...wutever 'it' is." Applejack muttered some words of encouragement, even though Apple Bloom couldn't hear her.

"Applejack!"

"Wuut?" Applejack turned around. That voice...could it be? Seeing nopony, she quickly reaffirmed a gaze into the window like solid iron.

"Applejack!"

Applejack growled. If there wasn't somepony there this time, then somepony was going to get a good bucking! Applejack wasn't the type to care that scenario couldn't really work. This time, however, she saw a lavender unicorn with a star Cutie Mark.

"Ehh...Pardon, strang'er, but who are you?"

The unicorn seemed deeply distraught at Applejack not recognizing her. "Applejack, it's me! Twilight Sparkle!"

"Twilight Sparkle?...OH! Twilight! It's been so long since I lasted saw what y'all looked without Dark Energon in ya, I forgot it!"

"'Lasted' isn't a word!"

"Don't use yer fancy phonics to muddy the issue!" Twilight had Applejack's attention, but Applejack's muzzle was still pressed agaisnt the window.

"Applejack, what's wrong with the sky? There all these sketch-thingies over it!"

"Ah haven't looked up at the sky much as of late." Applejack answered solemnly.

"O...kay." Twilight said slowly, hearing the- distance in Applejack's voice. "But anyway, I need your help. Fluttershy's wants to see her Insecticons, and Rarity, Dash, and Pinkie all keep telling me they've done all they can!"

"Maybe they have, maybe they haven't, but Ah ain't movin' unless Apple Bloom is movin' wit me." Applejack informed her, and Twilight knew there was no convincing her otherwise from the tone in her voice.

"Hmm..." Twilight left.

Applejack kept watching.

Applejack was not amused when she saw Twilight suddenly enter the classroom and rush over to talk to Cheerilee. After a few moments of back-and-forth Twilight left the room.

"Y'all aren't doing what Ah think yer doin', are ya Twi'?"

The school bell rang, and all the foals in the classroom left.

Applejack heard a very distinct combination of noises that could've only come from an adult pony walking with a little one.

"Hi, Applejack!" Apple Bloom greeted, running to embrace her sister in a hug.

"Hi, Applebloom." Applejack responded, returning the affections. Then she looked up at Twilight, immediately suspicious.

"Apple Bloom, sweetie, could you come with me to Canterlot so Applejack can come help Fluttershy?" Twilight asked kindly.

"Oh, sure! Ah'll do anything for mah big sister!" Apple Bloom answered.

Applejack looked at the satisfied-looking unicorn.

"Y'all know Ah'm gonna git you fer this, right?"

"I can live with that." Twilight informed her. "Now come on!" She took off, Apple Bloom following behind her, and Applejack behind Apple Bloom.

* * *

Fluttershy fiddled with her hooves, uneasy, waiting with anticipation brimming for Twilight to return with reinforcements.

"Hi-ya, Fluttershy!" Pinkie greeted, bouncing out of nowhere.

"Oh, Pinkie! I'm so glad to see you! Twilight's woke up now and is trying to get all our friends together to help with my problems!"

Pinkie nodded. "Uh-huh, uh-yeah, I know! Twilight said if I could get everypony here, that make'd her smile!"

"So why haven't you!?" Twilight demanded, approaching with the Apple Sisters.

"Because then they wouldn't smile!" Pinkie replied chipperly.

Twilight groaned in frustration. "PINKIE! I was trusting you to bring everypony here so we could work together!"

"And everypony's trusting me to bring smiles and happiness and joy to all the good little girls and good little boys!" Pinkie countered. "I'm not going to remove a smile to make a smile, Twilight!"

Twilight was fuming now, puffs of air blowing out of her nostrils.

"Ah hate to say it, Twilight, but Ah think Pinkie has a point...albeit comin' from the wrong direction."

"W-what are you talking about?" Twilight stammered.

"Well, Twilight...Ah think y'all are trying to rope us all into doing somethun we already all did since you missed out on the last six years - an' that's fine, if Ah'd been out fer that long, the first thing Ah'd want to do is catch up. But we went through this with Fluttershy before, and we don't rightly feel like doing it again. Come on, Apple Bloom."

Applejack turned and guided her little sister away while Pinkie went to go do Pinkie things.

Twilight was left standing there with her mouth agape at the utter dismissal. "This isn't about me! This is about helping Fluttershy!" She shook her hoof at the parting Applejack, for all the good it would do.

"Twilgiht..." Fluttershy whispered. "Something feels wrong. It's not the Insecticons. It's- it's the air. Something is wrong with the air."

Twilight looked at Fluttershy, then looked around to see if she could find what was 'wrong' with the air. Her search turned up nothing, but she could see now that Canterlot also had that strange sky.

Twilight sadly took up a seat on the bench and covered her cheeks with her hooves. "What if Applejack's right? What if I really do just want to put everypony through the last six years with me there instead?"

Fluttershy squealed. "Ooooh no, Twilight! You shouldn't say that kind of thing about yourself! I'm sure our friends will come around."

"They're certainly don't seem to have come around here." Twilight quipped.

* * *

Bumpy, swerving, alternating hills painted over in checkerboard decorations dotted the landscape.

"Please, my friends..." A wise, powerful old voice said. "Be strong until we can arrive."

Optimus trodded across the twisted earth, Celestia flying right behind him.

Through the checkerboard hills rose earthy giants in the shape of Unicron, almost as big as Trpticon. Optimus grabbed Celestia by the tail, twirled her around like a shotgun, 'cocked' her wings and subsequently blasted down the Unicron avatars with Celestia's magic, launching off like shotgun shells, crumbling the stone demons in on themselves.

After the Avatars had been dealt with, Unicron's Anti-Bodies came flying down from the sky in a swarm, shrieking, with their tentacles flailing and hungry for Energon.

Optimus let Celestia hop out of his hand, giving her an opportunity to rearrange herself. She tucked her legs in, folded her wings over her body and closed her eyes as magic surged out from her, forming a huge golden blade. She floated herself into Optimus' hand, wrapping her tail around his wrist to give the integrated appearance of most Cybertronian weaponry.

"This is an interesting enchantment, Your Majesty."

"I invented it on the spot just now. Now swing me!" Celestia's voice echoed slightly as a side effect of the incantation.

Optimus obliged, using the gold glowing blade to cleave the Anti-Bodies in half. He thrusted Celestia into one group of Anti-Bodies, shisk-kabobing them, and shook their corpses off the blade.

Even the incorruptible Optimus Prime was willing to admit, wielding a Princess of the Sun in his hands was rather empowering.

Just when it seem the Anti-Bodies had been taken care of, bushes started rising from the ground, forming a labyrinth around them.

One patch of one wall began moving, eventually forming into topiary with Discord's likeness.

"So!" The bush said, stretching. "I bet you two must be wondering how I got back to normal, handsome old self?"

"It is easy to assume that in your monochrome state, you attempted to clean the Space Bridge, causing you to exit on the other side where the dormant energies of Unicron's Spark restored your memories of who you really were." Optimus said.

The topiary growled, furious Optimus had just stole his thunder. "Well, you may have figured that out, Optimus Prime, but you'll never guess where I managed to put Twilight and her little friends before you and Celestia woke up!"

"I have no intention of guessing." Optimus raised the Celestia/sword thing in his hand and sliced it through the bush wall, not wanting to put up with Discord's blabber any more then he had to.

Also not wanting to put up with Discord's tricks, Optimus sliced Celestia through all the bushes, setting them ablaze with her magic and burning the labyrinth down.

A little tiny Unicron Avatar the size of a pony formed out of the ground, but with Discord's head and wings. "You can't do that! That's cheating! You're breaking the rules!"

"I have broken no rules: turnabout is fair play." Optimus countered. He pointed the Celestia/sword at the Avatar. "Where are the Elements of Harmony, Discord?"

"Oh, relax, Big Rig. The Elements are safe and sound with me in Unicron's Spark Chamber." The Avatar said. "Maybe I'll give them to you if you can make it in here!"

"You will suffer for this, Discord."

The Avatar raised an eyebrow. "You remember when I said you were as boring as Celestia, Optimus? I was wrong: You're even _more_ boring."

Optimus pointed Celestia/the sword and blasted the Avatar with her magic, scattering it into pieces across the landscape. Optimus contacted the base. "Ratchet, can you open a GroundBridge into Earth's core?"

* * *

"No, Optimus. Discord's shut down all the Bridge systems!"

"Can't you use Twilight's Space Bridge!?" Miko exclaimed.

"ALL The Bridge systems!"

"Ooh!" Miko groaned and rested her elbows against the railings. She looked upwards. "I hope Rarity can beat that jerk-face!" She pounded her fist into her palm.

* * *

At Unicron's Spark Chamber, Discord, colors, wings, and snaggletooth restored, floated above the dormant Spark of the Chaos-Bringer. Marionate handles and their strings were attached to the purple orb, giving Discord control over Unicron's Anti-Bodies and Avatars. The Elements of Harmony were strung up in a chandelier on the ceiling.

Discord left the marionetted-Spark and started ambling about the room.

"Even if Optimus and Celestia were to get Elements back, it's not like you'd want to leave my dream world and everything you've ever wanted just for some boring old Elements, isn't that right, my little pony?"

Discord put his finger on Rarity's greyed-out chin, her eyes swirling blue, yellow and black, and her horn still very much broken.

Around the room, the other ponies were in similar conditions, wounds and transformations still done and greyed out, trapped in Discord's false world.

A whimper came from behind Discord, making him scowl. Rising up and twisted around, he saw Twilight Sparkle, still with Unicron's wings other mutations, but with colors intact. Her body was stuck to the wall, bounded by a bunch of taffy. Candy canes were hooked around her body from the taffy, glowing yellow as they forced her asleep.

She whimpered and flailed, her wings flapping trying to shake the candy prison off.

"You brought on this on yourself, you know, Twilight." Discord said, rising up beside the taffy. "You couldn't just stay like the rest, could you now? You just HAD to go and get all this- what did you call it again? The - the uh- the Dark stuff! So I had to get _creative_. Now don't get me wrong, Twilight Sparkle, I love getting creative!"

* * *

Rarity let her beau bend her over as they did a pony tango, a rose given to her by him in her mouth.

"As much as I enjoy the sights of Canterlot," her boyfriend said, twirling her. "It's nothing compared to the sight of you, my dear."

Rarity giggled. "You charmer! But go on." She fluttered her eyelashes at him, trying to entice him to doing just that.

Rarity heard a frustrated noise behind her. She whirled around to see Twilight brooding on the guardrail of the bridge they were on, the light hitting the walls around just as to shadow Twilight partially out and make her look like a gargoyle.

"...Pardon me, won't you dear?" Rarity said to her dear. "One of my friends' seems in a huff about something."

"But of course! But, ah, don't linger too long now." Her boyfriend said. "Nothing sullies a romance more then overprotective friends!"

Rarity departed and approached Twilight. "Twilight, what are you doing here!? I am still on my date!"

"I don't know..." Twilight muttered bitterly. "Fluttershy says something's not right. I agree, but I don't know what!"

"Well, when you figure out, come get me then." Rarity haughtily said. "Until then, I'd ask you not to ruin my date!" Rarity left Twilight and joined back up with her date.

Twilight snorted, then angrily turned and started walking on the bridge. She wasn't even sure where she was supposed to be going.

Hearing the _thoom_ of flight, she looked up see Rainbow Dash and the Wonderbolts flying ahead. She quickly picked up the pace and began running towards the fliers.

"Rainbow Dash! Something's wrong somewhere, and me and Fluttershy needed your help to find out what!"

Dash halted and glared at her. "I'll tell you what's wrong right now! What's wrong is that you keep interrupting my time with the Wonderbolts!"

"But-"

"No buts! I've waited my whole life to be a part of this team, and I'm not gonna let you ruin just because you missed out on the action while you were in a coma!" Dash kept flying, leaving Twilight alone.

Twilight signed and kept walking on the bridge.

"Here!" Pinkie said, appearing and smushing a cake with a smiley face into Twilight's face. "Have some happy cake!"

Twilight spat out some of the cake that had entered her throat before she was ready for it to, then licked the rest of her face.

"Weelllll?" Pinkie drawled, getting into Twilight's face with a gleam in her eyes. "Are you smiling now?"

"No." Twilight briskly answered, walking off. Pinkie was of no actual help, as usual...

Walking further down the bridge, Twilight found Fluttershy and Applejack with Applebloom on her back.

"Sorry, sugercube." Applejack apologized. "Can't help ya wit Fluttershy's Insecticons."

"Oh, I'm still worried about the Insecticons." Fluttershy said. "But now I can't stop worrying about what's in the sky!"

"Ah'm sure Celestia would say somethun' if those were somethun'." Applejack said. "Oh! Well, speak tha' name o' demons, and they shall come! Howdy, Princess!" Applejack bowed.

"Howdy, Applejack." Celestia greeted as she approached. "Twilight, now that all your friends know that you're okay, why don't you take some alone to organize your thoughts?"

"You know what, Princess? That sounds like a good idea."

"Follow me." Celestia instructed. Twilight followed Celestia back the bridge, passing Rarity and her date, walking until Celestia brought Twilight a stray guest bedroom inside a tower.

"Rest, my little pony. You've got a big day of studying ahead!" Celestia announced from the door as she closed it on Twilight.

"Hmm..." Twilight smiled, happy to have some studies take her mind off things. The bedroom was checkerboard in the floors, with a nice comfy bed and magazines on the tables. Twilight levitated the top one on the stack to her face in curiosity.

"Moving On: What to do when your friends have gone on without you." Twilight wasn't much for magazines, but this one seemed to have the exact knowledge she needed at the moment.

* * *

Optimus yelled as he swung Celestia through another Avatar, smashing it apart.

"Heey!" Discord said, appearing once more in the Discord-headed mini-Unicron. "I'll make a deal with you two!"

The bush labyrinth began reforming around them.

"Get through the labyrinth without using magic or wings, and I'll give you these!" The Avatar held up the Elements of Harmony in his hand.

"We will accept your terms." Optimus said.

"Wait!" Celestia said. "Why haven't you removed my wings and horn?"

"I could do that, but I want to see if you'll give in to temptation, Princess. Oh, and one more thing: No setting the bushes on fire this time!" Discord added, disappearing.

"We must make our way through the labyrinth!" Optimus exclaimed, breaking into a sprint.

Navigating his way through the bushes and hedges was easy enough at first, but Optimus ran into trouble when he ran face-first into a dense cloud ballons, clearly meant as an obstacle to his path.

He tried to swing Celestia through them, but the cloud was so dense the blow was useless.

"We appear to be stuck." Celestia said.

Celestia, in her sword-form, couldn't see as Optimus' back-mounted guns folded out and began to pop the balloons by putting bullets in them.

Once again, Optimus had no trouble making his through until he ran into an obstacle. That appeared to be the theme of the labyrinth. Although, this next one was just another extra-large Unicron.

"Another one of these?" Celestia asked. "Hasn't Discord realized they do little to stop us?"

Optimus didn't answer, and quickly lunge forward and slashed the Unicron in the leg, separating it. Optimus aimed his blasted up the leg and shot through, destroying the stone. After that they found a giant rock- the rock Discord had made Rarity fall in love with and dub 'Tom'- and assuming Discord's magic was inside it, Optimus slashed it in half without a second thought.

The next obstacle was a bit different; A group of cotton candy clouds shooting down lighting bolts.

Optimus hesitated to go through.

"Optimus, what's wrong?"

"I can sense extreme power in these particular lighting strikes. Being hiit one by one would likely render me unconscious."

"You can use me to deflect them, Optimus. You have my assurance."

Optimus examined the sword-Celestia in his hand. The gold glow seemed to relax him, and he ran quickly through, twirling Celestia around over his hand. When the lighting bolt struck the blade, they bounced off in another direction. Sometimes they were lucky and the lighting bolts, rather then striking them, were just rebound from one cloud to the next.

Optimus slashed some more Anti-Bodies and was stopped by something different this time.

Ahead of them, the only thing between Optimus, Celestia, and the Elements of Harmony, was June, all grayed out and spacey-eyed in between a very distinctly cut part of the hedge labyrinth. It was cut just so that they couldn't get through it without stomping June under their feet unless they flew.

"What are we to do, Optimus? We cannot fly, or Discord will take the Elements away!"

"I have an idea."

Optimus charged forward, much to Celestia's confusion.

"Optimus, what are you doing?"

Optimus twirled around and poked her against the ground just before his feet would've reached June, using her sword-form as the pole of a pole-vault jump, allowing Optimus to traverse with the hedges with Celestia in tow.

"That was brilliant, Optimus!"

"Your compliments are noted."

Optimus rushed ahead to the pedestal where the Elements of Harmony were lying, but when his hand reached out to take them, it stopped short. Even with his relative unfamiliarity with them, Optimus could tell...

"These are fakes."

There were few things in the universe more jarring then hearing Optimus Prime scream in rage and frustration.

Hearing Optimus Prime and Princess Celestia scream in rage and frustration _together, at the same time, _was one of those things.

Shrieking to the heavens, Optimus brought Celestia crashing down on the false Elements, shattering them and crushing the pedestal they were on.

Optimus transformed, resting Celestia on the roof his truck mode, and drove out of the remainder of the labyrinth.

"Insecticons!" Celestia shouted at the sight of them ahead.

Optimus converted back to his automaton mode and charged for them with Celestia raised in his hand.

The Insecticons heard his footsteps approaching, and saw him coming with the sword. They instinctively raised their arms, to show the Autobot brands and butterfly Cutie Mark stickers on their arms.

"They are Fluttershy's Insecticons." Optimus said, lowering Celestia.

"Ah. Yes." Celestia said. "Somepony really must explain that to me in more detail some time."

Optimus walked forward and leaned over a hole the Insecticons were gathered around.

"It would appear the Insecticons are attempting to excavate a route into the Earth's core." Optimus concluded. He turned to the beetle-bots. "May we be of aid?"

The Insecticons threw their claws up in the air, essentially saying "If you_ can_."

Optimus swung Celestia around, working up her magic to the point the blade was crackling with power, then plunged her into the hole.

* * *

Twilight re-read the last passages of her magazine, then tossed it to the side. It hadn't really helped.

"Twilight?" Celestia's comforting voice said. "Are you ready to come back out now?"

"Yes, Princess!" Twilight said, despite it not being true. She hopped off the chair and exited the guest room back onto the bridge, where Celestia was waiting.

Celestia gestured to Twilight for her to follow her back on to the rest of the bridge, where Twilight's friends were gathered together, included the new friends of the Wonderbolts and Rarity's coltfriend.

"Twilight," Celestia said. "I want you to look at your friends. Take a good long look."

Twilight did so, but... "I don't see what I'm supposed to be looking for, Princess."

"Look at how happy they are, Twilight. Happy with their lives, with each other...without you." Celestia's tone deflated at the last words.

"Princess..." Twilight whimpered. "What are you saying?"

"I'm saying, Twilight, that your friends have moved on without you, and don't seem to suffered from your absence in their lives. I think...it might be time for you to move on as well."

"But...But-!" Twilight protested.

"Except for Fluttershy and Applejack, all their dreams have come true. Rainbow Dash is a Wonderbolt, Rarity has a love and a business here in Canterlot, and everypony's smiling for Pinkie Pie." Celestia explained. "Would you really ask them to take the time out of their busy schedules just to catch up with you?"

Twilight rested her hooves against the bridge's terrace, seeing the truth in Celestia's words.

"I see, Princess...would I ask them to choose between their dreams...and me?"

* * *

*Dreams and Me*

Twilight:

Oh, my friends...

Has really been so long

That our time together's at an end?

You're happy, that much I can see...

Would I really ask you to choose between your dreams and me?

I see you all out there, having a grand ball, and I wonder...

Do you even still care for me at all?

Oh, sweet friends of mine...

Was our friendship really unable

To stand the test of time?

All your hopes and wishes,

All those new ponies you've got to meet

Could I really ask you

To choose between your dreams and me?

Oh, my very best friends,

Is this the way our adventure ends?

Background:

My Little Pony, My...Little...Pooony...

My little pony, my little pony, my little-

I used to wonder what friendship could be...

My little...pony...

Until you all shared it's magic with me...

Our friendship was magic,

And it was growing all the time...

A new adventure for us

Each day was yours and mine-

I guess it can't stand the test of time...

* * *

Twilight let out a sign.

"Well, my little pony?" Celestia said. "Are you prepared to pack your things and come back to Canterlot?"

Twilight nodded."Yes, Princess...I'm going to write my last friendship report...The Final Tableaux of my letters, if you will."

"I've prepared a carriage already." Celestia pointed at where the carriage was waiting for Twilight.

Twilight started making her way over to where Celestia's hoof had guided her, beginning to think about where she could go once she had finished her studies.

"I could become a teacher, I suppose...or maybe a librarian for good." She mused. "Ooh! Maybe I could get the Princess to help me a build a Space Bridge and I could go be Optimus's assistant!...Although I don't know any pony he'd want me to send letters to...wait!"

Something started ringing at Twilight, piercing into her thoughts. It was the feeling she got when she knew she was forgetting something. Something...Optimus had said. Something she had promised.

_My only request...is that you never lose faith in your own ideals._

Twilight halted, thinking about her promise to the Last Prime. Her Prime. And trying to reconcile it with what Celestia had said.

"That's it!" Twilight turned around and galloped back over to her friends, passing a very surprised Celestia on the way.

"Here comes Twilight..." Applejack warned the others as Twilight approached.

"Everypony, listen up! I think there's something going on!"

"We know. We heard it before." Dash reminded her.

"I have evidence to support my theory now!" Twilight proudly told her. "You all have everything you've ever wanted!"

Everypony but Fluttershy exchanged looks. "Eh, wut- wut do you mean, Twilight?"

"Applejack, what have you been wanting most in the last two days?" Twilight asked.

"Err...to see Apple Bloom again?"

"And you got to see her again!" Twilight pointed at Apple Bloom, then at Pinkie Pie. "And Pinkie Pie, you want to make everypony smile, right?"

"Right!" Pinkie smiled in confirmation.

"You notice how everypony down there is smiling?" Twilight waved to the Canterlot ponies below before going on. "And Dash, you always wanted to be a Wonderbolt, and Rarity, you've been wanting a coltfriend since forever!"

Everypony looked to each other, as no amount of mollycuddling would dispute Twilight's explanations.

"I think somepony's giving you everything you want so you won't bother to stay my friend anymore!"

Fluttershy gasped. "But who would do such an awful, awful thing?"

"I don't know..." Twilight answered, looking away.

Then everypony locked eyes as the blindingly obvious revealed itself.

"Discord!"

"Well..." Applejack said. "Now that we know he's behind all this, wut do we _do_ 'bout it?"

Everypony 'hmm'ed and put a hoof to their chin as they tried to think of a solution.

* * *

Discord continued having fun messing around with the human populace with his combination of his magic and Unicron's Spark. "Hahahahahah HAHAH! Oh, look at those humans run and flee!"

A humongous burst of smoke and golden fire tore through the entrance to the chamber, interrupting Discord's laughter. Optimus stepped through the smoke, Celestia blazing in his hands.

"Oh! You got here." Discord noted.

Optimus raised Celestia. "Surrender the Elements of Harmony, Discord."

Discord whinnied. "Fine, but as I think you'll notice, they won't do you any goooood!" He pointed to the washed-out ponies.

"AAAAAAAAAH!" Optimus yelled and rushed forward, ready to cut Discord in half with the ponyblade he held.

Discord fired a zap of yellow magic at Optimus, freezing him in place as chocolate began trailing up his body, starting with his feet. Optimus struggled, trying to see if he could break free of the chocolate by moving out of the spell's location.

When it became clear he wasn't going anywhere, Optimus prepared his blaster and fired a shot at Discord, who ducked, making it miss.

"HA!" Discord laughed as the chocolate finished covering Optimus and Celestia. He drew himself close to his new statue and put his claw on Optimus' chin. "Not only did you miss, but now you're both chocolate! The Elements of Harmony are out of reach of anypony who could use them, and my delightful chaos is running through Earth as we speak!"

Discord paused to let that all sink in to his captives.

"Do you know what that means? IT MEANS I WIN! HAHAHAHAHAHAHAHAAAAAAAAAAA!"

Discord didn't noticed as Optimus' missed shot kept traveling, and hit Twilight's taffy prison, blasting it apart. Twilight and shattered pieces of the candy cane fell to the ground.

Twilight moaned, trying to shake off the spell and get up.

Discord celebrated his victory.

* * *

*Chocolate Rain*

Discord:

It doesn't matter what you think!  
It doesn't matter why you feel!

My vic-tor-ry is all too real!

The Eath is mine to control!

And here comes Optimus and Celestia, the two little bores,

Surely they'll come to save the day?

HA! Not anymore!

I'll have the humans scream in pain!

From being flooded with chocolate rain!

I don't see what the problem is with everyone!

It's just a little harmless fun!

Fudge making the streets,

Clouds raining sno-cones of sleet,

And the flying pigs sqeak!

All this and more!

I have so much in store!

From sapping candy canes

Self-operating trains,

Cars mixed in with frogs

Humans being walked by dogs

To baseball bats -with real bats!

Who wouldn't want to live in a world like that?

Yes, sirree! It feels good

To feel the misery

And all the suffering

And all the pain

And all the broken friendships caused by...

Myyyyyy chooooocccooolaate raaaaaaiiiin!

AH-HA-HA-HA-HA-HA!

* * *

Discord continued laughing while Twilight was finally able to pull herself up.

Twilight's glowing, Dark Energon-filled eyes opened. Twilight was quite surprised and elated to see her Unicronian wings on her, which she wrapped around herself and nuzzled against.

"I'd never thought I'd so happy to be a monstrosity!"

Discord's laughing finally reached Twilight's ears, snapping her to attention. Time to focus on the task at hand.

Seeing her greyed friends, Twilight spread her wings out. She closed her eyes, and the wings began glowing with the charge of magic- _her _magic.

Discord kept laughing, then turned around to continue his charades, but he saw Twilight first before he could get back to his madness. Not willing to let her ruin his fun, Discord fired another blast of yellow magic at her.

Twilight's eyes shot open, blank with power. Rings of magic spread out from her wings, causing Discord's blast to dissipate and restore her friend's colors.

"Uhhh..."

"Huh?"

"Wut-wut's goin' on?"

Her friends groaned and rubbed their heads as their minds were restored. Seeing Discord and the chocolate leaders, they quickly caught up to speed and hurried on over to Twilight's side.

"All right, girls!" Twilight shouted. "It's time to do what we came to Earth to do, and lock away Discord...for good!"

"Oh, what are you going to do, Twilight?" Discord questioned. He brandished a paw at the hanging Elements. "I still have your Elements of Harmony!"

"Everypony stay close to me!" Twilight commanded, stretching out her wings and folding them over her friends like protective webbing.

"Wut do ya got in mind, Twilight?"

"I'm going to use the energy in Unicron's Spark to harness the power of our friendship!"

Discord's eyes widened, then he slapped his head and burst out laughing. "Twilight, listen to yourself! You're talking about combining Chaos and Harmony!"

Applejack, Rarity, Dash, Pinkie Pie and Fluttershy all were concerned at this.

"Uh, we sure we're not still in Discord's spell? Cos'...that sounds a mite plumb crazy, suger cube."

"Just trust me and hold hooves." Twilight instructed. Everypony obliged, taking the hoof of the pony adjacent to them.

"Hmm." Discord made an amused snort and reached for the puppet handles attached to Unicron's Spark, but his claws recoiled when the handles suddenly bursted into pink flames.

The same pink flames began appearing on all six ponies chest in the shape of a heart.

A huge, thick tendril energy began rising out of the Spark in the center of the room. The tendril turned pink, and shifted into a burning heart like the ones on the ponies' chest.

The ancient magic known as the Fire of Friendship.

The heart turned upside, the tip of it turning into a beak and it's curves unfolding into wings as the fire turned into a phoenix.

"Eeehhh..." Discord whimpered in fear at the apparition. "Uh, here! Take the Elements! Turn me to stone! You know, like the good old times?" Discord swiped his claw through the strings holding the Elements up, dropping them to floor in the hopes he could get a lesser punishment.

No such luck, as the phoenix cawed, stretched it's wings, then stabbed him in the stomach with it's claws.

"Ah! No! Wait! I won't cause chaos anymore if you let me live!" Discord begged as his end in the form of the phoenix began pulling him closer. "I promise! Pinkie Promise! Cross my heart and hope to fly, stick a cupcake in my- AAAAAAAAAAAAAAAAAA!"

* * *

*Discord's Doom*

Choir:

Ahhhh Ahhh Ahhh Ahhh Ahhh Ahh

Ahhhhh Ahhh Ahhhh

Ahhhh Ahhhh

Ahhh Ahhh Ahhh AAAAH

AAAAHHHHH

AHHHHHH

AHHHHHH AAAAAH AAAHHH

AAAAAAAAH AAAAAAAAAH AH!

* * *

Discord screamed as the phoenix wrapped it's wings around him. It's pink colaration spared the ponies from seeing Discord's immolation up close as his flesh was burned off his bones, and his bones were burned into ashes. The phoenix blased until not even _those_ were left.

It's task done, the phoenix faded away.

The ponies shook their heads, having just come off a...'power high' from having the Fire course through them.

Optimus swung Celestia, not disoritented to see that Discord had gone. "...Where is Discord?"

"We took care of him!" Twilight answered.

The ponyblade began glowing. Optimus let go it so Celestia could turn herself back.

"Excellent, my little ponies!" Celestia congratulated them. "Gather up the Elements, and we can return to Equestria at once!"

* * *

Team Prime and the Ponies stood in front of the Space Bridge, ready to say good-bye for real this time.

"Optimus..." Celestia said, on the ground and looking upwards. "I enjoyed our time together today. I wish we could spent it under better circumstances, but..."

"There is no need for apologies, Your Majesty." Optimus told her with a smie. "All I hope is that Twilight is not possessed by a Cybertronian god just as you are departing again!"

Everypony laughed.

Meanwhile, the Autobots were all giving Optimus funny looks and freaking out.

"Did Optimus just-

"Make a joke!?"

"I thought Primes couldn't make jokes!"

"No, no, Primes don't laugh: There's nothing in there saying they can't make a joke."

Inside the Space Bridge, Celestia stopped and turned around.

"What's wrong, Princess?" Twilght asked.

"Oh, nothing...I was just thinking ponies might have difficulties with your...ahem, new fasion sense."

Twilight and the others smiled nervously at what Celestia was getting at.

"I have a spell that I can cast that will make you appear normal to all outside appearances. I can cast it on you and your friends now, and teach it to you later." Celestia offered.

Everypony nodded eagerly.

"Yeah, yeah! That would be great, Princess!"

* * *

At the Ponyville Library, waiting beneath covers and lying about in the dark of night, Spike was sleeping on the couch when he heard the door suddenly creak open.

"Who's there!?" Spike shouted, bolting awake and out of his covers on the couch.

Twilight giggled, standing in the doorway, Celestia's spell hiding the Dark Energon from view. "It's just me, Spike."

"Twilight!" Spike exclaimed, quite happy to see her. He threw the rest of the sheet up and ran over to hug his misstress/employer/stepmom.

"Hello, Spike." Twilight said, returing the hug and nuzzling him.

"How'd it go? Did you find Discord? Did you beat him?"

"Yes, Spike, we beat him-" Twilight stopped, utterly blown away by the state of the library. "SPIKE! What did you do!?"

The library was complete spotless, sparkling with cleanliness. The shelfs were organized beyond belief, and everything was tucked and filed away with a neatness Twilight would be unable to maintain.

"Well..." Spike said, scraping a foot. "You were gone for so long, so I didn't have much to do..."

Twilight nuzzled him. "You didn't have to do this."

Spike chuckled. "You know what, Twilight?... I kinda did."

"Come on. I have a very _special _report for the Princess, and then we can go to bed."

* * *

In Canterlot- the real Canterlot that wasn't a product of Discord's magic, in the castle, Celestia was taking a shower after her long day while letting Luna chat to her through the shower curtain.

"Thou must tell us more of the emergency of which Twilight Sparkle was speaking, my sister!" Luna yelled.

"Yes, yes I must." Celestia agreed. "But it's been a long day, Luna, and I am tired and sweaty from my activies."

A wisp of emerald flame snuck in under the bathroom window and formed into a floating letter just above the shower rod where Celestia could read it.

"Ooh! A letter from Twilight Sparkle already?" Celestia questioned. "Very well, then, let's see what it says..."

_To My Dearest Princess Celestia... _

_I have gone through much with my friends, and I know they would do anything for me, because I would do the same for them. But sometimes, I worry that I can't count on them for all my problems. But the reality is, yes, I can count on them for everything. _

_What I've also learned today is that at the end of the day, when all is said done, no matter how many killer satelites, giant Tyrannosaurous Rexes, half-human, half-machine hybrids and genocidal warlords you have to go through to do it, your friends will always forgive your mistakes._

Celestia's happy tone faded at the unsual signuture of the leader.

"With fondest regards...your dear friend, Orion Pax?"

"Who's Orion Pax?" Luna questioned.

"That, Luna, is something I would enjoy knowing myself..."

* * *

Starscream's claw reached upwards on the ledge so he could pull himself further into ther remnants of the Harbinger. The Autobots hadn't scavenged it yet. Because really, they could go on a mountain mission, and a salvage mission, but not a mountain-hike salvage mission.

"Ah..." Starscream said, finding what it was he was looking for.

Twilight's Dark Energon store.

Starscream reached a claw out to pluck a shard. He held it up and examined cautiously, wondering if what he was about was really a good idea. But then again, he was injured and in need of repairs...

"Eh...it worked for Megatron..._and_ Twilight Sparkle."

With that thought in mind, Starscream shoved the shard into his chest and straight into his Spark. He gasped and clucthed at his chest, his body unprepared for the surge of power.

Groaning, Starscream stumbled around and went for the nearest thing he could collapse into...which just so happened to be the Dark Energon cluster.

Starscream went into a comatose state from the radiation, his arms hooked around the protrusions of Dark Energon, and with his alliance with either Decepticon, MECH, or Twilight ruined, he was unlikely to be rescued...

* * *

Optimus stood on a snowy mountain cliff, a signal beacon rested in front of them.

A navy blue jet descended from the sky and transformed just in front of the device.

Dreadwing looked at it, then to Optimus.

"Why have you summoned me here, Prime?"

"I wish to make an appeal to the Decepticon Lord." Optimus explained.

Dreadwing grimaced. "Megatron is Lord of the Decepticons."

"Megatron is dead."

"I am well aware of that, Optimus Prime!" Dreadwing shouted. He pulled out his blades. "Say something that will make this trip worthwhile, Optimus, or I will find something to make it so."

"I was hoping I could convince you to lead the Decepticons to stand down. The symbols of the Decepticons, Megatron and Starscream, are dead or missing. The humans' have been exposed to our presence on their world, and you have lost your ship to the ocean."

"I will not ally with a Prime!"

"I am not asking you to! I am asking that you put an end to this pointless war."

"And disgrace Megatron's memory!?"

"You would be honouring a dead mech, Dreadwing! Think about Skyquake! Do you think you are the only Cybertronian to have lost family for this war? I have a brother of my own, Dreadwing, but I still can only imagine the pain his death must bring you. Stand the Decepticons down, Dreadwing, and put an end the suffering!"

Dreadwing was silent. Optimus revealing that he had a brother was not something he had been expecting the Autobot leader to share. He turned away to gather his thoughts.

"I will lead the Decepticons to Cybertron, and then I will go about the stars for a new purpose." Dreadwing said at last.

"I look forward to meeting you again."

Dreadwing scoffed.

"Your mistake, Prime, is to presume we will."

Dreadwing transformed and left. Optimus watched him rise up into the atmosphere.

* * *

On Cybertron, footsteps echoed out through the footsteps of the ruined halls.

"Finally..." Shockwave noted, clenching his fist in victory. "My patience has paid off."

Ahead of Shockwave were a pair of double doors. He pushed them open dramatically, and with good reason. On the other side of a door was a huge arena filled with the Decepticons who just recently returned from Earth.

Shockwave stepped out of the hall and walked up to the stand to begin his speech. "Salutations, my fellow Decepticons! For those of you too young to know- or perhaps too old to remember me, I am Shockwave. Now, as you are well aware, our lord and master, not to mention our founder, Lord Megatron...is no longer with us."

Shockwave gestured to his side, where Dreadwing and Soundwave stood.

"Megatron's chosen succesor, Dreadwing, has expressed his disintrest in continuing the Decepticon cause. I think Soundwave, as a former close friend of mine, will agree, choosing me to be your new master is logical, for I knew Megatron even before the Decepticon uprising started."

"This is all true." Dreadwing said. "I, Lord Dreadwing, named Shockwave my immiedate succesor. And with that...I retire."

"Thank you so much, Dre-" Shockwave turned to see both Dreadwing and Soundwave had gone. The Spark of Dreadwing's master and Soundwave's friend had gone, and with it, their devotion to the cause.

"Hmm...very well. Decepticons! Welcome to the regime of Lord Shockwave! As your new master, my first priorty...is the restoration of Cybertron!"

* * *

The morning after, when Twilight had prepared herself for the day and was about to depart from the library, she found Ditzy Doo standing in front of the library entrance in a mailmare garb with a box next to her.

"Hey, Ditzy!" Twilight greeted. "What brings you here?"

"Package for you and your friends!" Ditzy explained, offering Twilight the box. Ditzy left to deliver the next parcel while Twilight opened the box, curious to see what it was. She found a letter inside which she quickly began reading.

"To...Twilight Sparkle..."

"Rarity..."

"Rainbow Dash..."

"Pinkie Pie..."

"Fluttershy..."

"Applejack..."

"Of Equestria..."

"As a reward for your excellent service-"

"-And for fighting for a world that wasn't yours-"

"-You have been awarded-"

"An Autobot-"

"Elite Guard Medaliion?"

"This is one of the highest honors that can be bestowed-"

"And is only rewared to the most bravest and noblest of Autobots!"

"These medallions have been refitted to your size. Please find them enclosed on behalf of Optimus Prime, leader of the Autobots."

Twilight, Rainbow Dash, Pinkie Pie, Applejack, Rarity, and Fluttershy all pulled out the medallions from their boxes.

It was a brillant little thing. A grey Autobot symbol with orange eyes and a blue band to serve as a necklace attached to it. It was covered in a...something that made it's colors change from grey to any combination of red, blue, or gold with the light hit it just right.

All across Ponyville, the six friends put thier medallions on with justified, beaming pride, feeling extremly proud and lucky to have an honor of this magnitutde granted to them.

* * *

_*Credits Song: Transformers/ My Little Pony Theme Mega-Medley Mix*_

_Pinkie:_

_Ooh! Ooh! Is it over?"_

_Rainbow:_

_Yes, Pinkie. It's over._

_Pinkie:_

_Then does that mean I can-_

_Rainbow:_

_Yes._

_Pinkie:_

_Okay...here goes! *DEEP BREATH*_

_Trans-for-mers!_

_Roll to the rescue!_

_Trans-for-mers_

_Heros indeed!_

_Trans-for-mers!_

_Learned from the humans,_

_Served and protected,_

_Lived in their world_

_and now they're respected_

_A family of heroes_

_have been our allies _

_throughout tests of faith_

_Loyal_

_RO-BOTS IN DISGUiSE!_

_Trans-for-mers!_

_Leave it to me!_

_Trans-for-mers!_

_Heroes indeed!_

_Trans-for-meeeers!_

_Now that they've been guided and shown the way,_

_Autobots will be here sav-ing the day!_

_Rainbow: _

_My turn! *Ahem*_

_TRANSFORMERS!  
_

_More then meets the eye!_

_TRANSFORMERS!_

_Autobots wage their battle to destrrroooy...the evil forces of...the Deceeepticons!_

_Something evil's watching over you_

_Coming from the sky above_

_and there's nothing you can do_

_Prepaaare to strike there'll be no place to run_

_When you're caught within the grip_

_Of the evil Uniccrrrooon!_

_TR__ANSFORMERS!_

_Ro-BOTS IN DISUGISE!_

_Rainbow:_

_Okay, now for-_

_Fluttershy: _

_Um..._

_Rainbow:_

_...Fluttershy, I guess?_

_Fluttershy:_

_OKay...I'll try._

_The Transformers!_

_Defenders of truth, robots who fight in disguse!_

_Transformers,_

_When the battle is through, only the strong will survive!_

_Till all are one_

_Galaxies roaring in their darkest hour_

_With the enemy gone (Gone!) they can finally live on_

_As they revel in their victory!_

_The Transformers!_

_Defenders of truth, robots who fight in disguse!_

_Transformers,_

_When the battle is through, only the strong will survive!_

_Till all are one!_

_Rainbow:_

_Applejack!_

_Applejack:_

_From a far-off place on a distant world_

_Comes an army made of metal on a mission of destruction  
_

_When we need someone to save our souls,_

_Ahero will rise up and take control_

_With a fighter named Prime helps in Spark,_

_We fight for our freedom _

_And we follow our hearts_

_When evil comes to threaten our people  
_

_When we need someone to save our souls,_

_A hero will rise and a villian he'll challenge_

_Celestia: Come on, Optimus..._

_Optimus: Must I, your majesty?_

_Celestia: I'll keep pestering you until you do, so yes._

_Optimus: *Signs* Very well... *Clears throat*_

_MY little pony, My little pony, Myyy Little Pony_

_What will today's adventure be?_

_My Little Pony, My Little Pony_

_So many exciting sights to see!_

_My Little Pony, Myyyy Little Poooony_

_Hither and wonder,_

_Over and yonder_

_Letting your heart be your guide_

_My Little Pony, My Little Pony,_

_they'll be there right be your side_

_My Little Pony, My Little Pony,_

_Every day is a dream come true_

_How I love to play with you_

_I'm so glad you're my friends_

_Our adventures never end_

_We'll plan a party with Pinkie Pie_

_A bunch of balloon's will lift her up to the sky_

_Rarity always dresses in style,_

_Applejack's apple treats bring a great big smile,_

_Rainbow Dash will show us sports to play_

_And Twilight will be reading away_

_I want to hear a story from Twilight's library,_

_and one of Fluttershy's beautiful melodies,_

_My Little Pony, _

_I used to wonder friendship could be,_

_Then you all shared it's magic with me_

_Arcee:_

_Big adventure!  
_

_Ratchet:_

_Tons of fun!  
_

_Bulkhead:_

_A beautiful heart, _

_Arcee:_

_Faithful and strong_

_Bumblebee:_

_Beep beep beep_

_Wheeljack:_

_And magic make it's all complete!_

_Optimus:_

_Friendship's are magic,_

_and they're growing all the time,_

_A new adventure _

_waits for us_

_each day is yours and mine!_

_We'll make is speical every time!_

_We'll make it special every time!_

_Autobots:_

_Did you all know you're my... very... beeest... frrrriennnnnnnnnnds?_

* * *

**Author's Notes for 'For All Mankind'**

**...Whew.  
**

**That took a while, but it's finally over!  
**

**Let's have a checklist here for all the things a MLP/TF Finale needs...  
**

**Optimus singing? Check.  
**

**Starscream singing? Check.  
**

**Megatron singing? Check.  
**

**Optimus singing the My Little Pony theme song? Check.  
**

**Ponies singing various Transformers songs? Check.  
**

**Narration from the very first chapter of the very first act? Check.  
**

**Appearance by Unicron? Check.  
**

**Optimus and Celestia teaming up? Check.  
**

**I think that's everything!  
**

**The various weapons Optimus makes with the Forge, are of course, various equipment from the War For and Fall of Cybertron games.**

**The song name 'Bullets' was based on the title of one IDW Transformers story.  
**

**"Discord's Doom" is in fact, a vocalization of the _Prime_ intro music.  
**

**I had intended for Optimus to give the Matrix to Celestia for safe-keeping during the New York, which would've proven Optimus didn't need to be a Prime to fight Megatron, and enraged Megatron that Optimus would entrust a non-Cybertronian with one of thier most important artifacts in the middle of a fight, but this didn't happen.**

**Cylas was created using the Mechanoid robot from the UK Magazine, and the Neuron Refractor, BUT the Neuron Refractor works differently from the Magazine. How is it different? That is something I have deliberatly left vauge, and Silas' body IS inside the Mechanoid robot the way it was to Breakdown's corpse in 'The Human Factor'.**

**Also, I intended that using the Elements DID 'fix' the ponies 'mutations' but when I told my sister about that plan (sometimes I talk to family members about my plans for stories) she said it was something of a 'deus ex machina'...which wasn't, given what a deus ex machina is, but the point that it was something of a cheap trick still felt validated, so in the end, it was not so.**

**In the original plan, the ponies would've actually confronted Discord for the last time_ inside _the dream-world. So, since the dream-world was of his own making, that nessicated them using something other then the Elements of Harmony.**

**In one version, Nemesis Prime would've developed an actual personality and engaged in some stupid 'honor' scrap resulting in sacrifcing himself to save Optimus since Optimus saved him. Once again, I find plans made ahead of time not coming to fruition...that's been a big problem with this fic. Remember the whole Megatron-killing-Airachnid foreshadowing in chapter IV or so that ended up not happening? Yeah...  
**

**One very, very last-minute change, like, it didn't happen until I actually started working on the chapter, was Twilight actually not being Discorded: Originally, she was, but I wanted Megatron's statement in TTGS-1 that Twilight be immune to mean _something. _And there were no sleep-forcing candy canes.**

**When I went into this fic waaay back at the start of Act 1, it was my intention to write it into canon and make it so that you could fit the fanfic into the continiuty of both shows without it disrupting anything...annnnd then Airachnid killed Breakdown in 'Crossfire' so I thought "Forget that! I'm not having Airachnid kill Breakdown!'**

**However, despite this new direction, it's still possible to fit this story into Pony continty. Here, like this:**

**-'One Shall Rise Part 3' (Retroactively 'Orion Pax Part 3')**

**-"The Return of Harmony'**

**-Act 1**

**'Operation Bumblebee Part 2'**

**-Act II**

**-'MMMystery on the Friendship Express'/'Loose Cannons'**

**-Act III**

**-'A Canterlot Wedding'**

**Bare in mind the illusion spell Celestia mentions...  
**

**So, yeah. When I started Act 1, I was just operating under the assumption that whatever they did to restore Optimus' memories had been done...hence why it's 'Retroactively', as Orion Pax hadn't actually aired yet.  
**

**Another thing when I started was hoping to get this on Equestria Daily, but they apparently have a one crossover limit over there...and a variety of stories featured there changed my attitude from "I hope ED will accept this" to "ED isn't worthy of my time!"  
**

**Back when Fluttershy killed Airachnid, I had the idea to make her turn grey the way Prowl did in Transformers: Animated, which was in turn inspired by Optimus' iconic death in The Transformers: The Movie, but as grey already meant 'Discord's magic' I didn't want to confuse anyone with multiple meanings.  
**

**I would like to include _every single idea_ I _had_ but didn't _do_ in this huge story, but that would make these Author's Notes amazingly large. (More so then I'm comfortable with, and I know that's saying something.)  
**

**One more thing: A reviewer ('Bigby The Big Bad Wolf') asked if Miko ever apologized for to Twilight for killing her. Yes. Off-screen.  
**

**And as this is the finale to 'Friendship Is Magic: Prime'...I feel I must say something to commemorate the event. As such, I am giving permission to all you readers to write stories based off and around this one! 'Recursive fanfiction' as the cool kids call it.  
**

**Also keep in mind that while this is the end, it is also _not_ the end. (;  
**

**Edit, November 9th, 2012: Deleted and reposted the chapter for no real reason.  
**


	17. Foundation

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work intended for entertainment and speculative purpose only.  
**

**Darkryt Orbinautz presents...**

* * *

In Canterlot, a white unicorn with a two-tone blue mane and Cutie Mark of a shield emblazoned with stars moved swiftly through the halls. Shining Armor, Captain of the Royal Guard and more recently, the husband of Princess Cadence, Celestia's niece.

He looked slightly reserved about something as he passed through the alleyways, headed for a very particular tower. Making his way up the staircase, he entered the tower at the top, where his sister, Twilight Sparkle, was sitting around with all of her friends, including Celestia.

"Shining!" Twilight exclaimed, not expecting her brother to drop by. "What are you doing here!?"

"I'm here to find out the real reason you don't want to hang out with me and Cadence!"

Twilight and Celestia exchanged glances.

"Shining, what are you talking about?"

"You know what I'm talking about! Cadence said when she asked you to come spend some time together, you said you couldn't because you had 'something important' to talk about with 'Optimus Prime'! Who's supposed to be coming to Equestria through a _Space Bridge_? Twily, I know you can come up with better fake excuses then that!"

Behind Shining, a Space Bridge opened, and Optimus tromped out of it.

"Well?" Shining demanded of Twilight.

Twilight stifled a laugh.

"What's so funny?"

"B-hahahaha-behind you, Shining!"

Shining turned around and jaw-dropped at the sight of Optimus Prime.

"Hello." The stoic Prime greeted, totally not offended that the pony beneath his feet that he could so easily stomp was just seconds ago questing his very existence.

Shining's jaw refused to close back up at first. He shook his head to clap it shut, but it still hung loose. Then he used his hoof to force it close manually. He then ran out of the tower, crying for his men.

"Guards! Guards! DECEPTICON IN THE TOWER!"

"Shining!" Twilight shouted, trying to get her brother before he ran out of the tower, but she was unable to reach him before he left the doors. "Optimus isn't a..."

Twilight facehooved.

* * *

**FRIENDSHIP IS MAGIC: PRIME: BONUS STORY**

**THE REIGN OF STARSCREAM**

**Chapter 1**

**Foundation**

**Episode Synopsis: Shining Armor has a bad day. 'Nuff said.  
**

* * *

Shining and a pair of Canterlot Guards sat on their haunches in front of Twilight, a huge pile of soap bubbles behind them.

"So, you all understand what the difference is between an Autobot and a Decepticon now, right?" Twilight questioned.

"Right." The Guards chorused. They looked upwards at the soap bubble mountain. "We're sorry, Optimus..."

A pair of blue eyes with ridges like fanblades opened at the top of the pile. A mouth opened just beneath them, letting out a huge soap bubble that floated upwards into the air. Optimus tilted his head to watch it, intrigued by the soap's properties.

"I have suffered worse treatment for less understandable reasons, Shining Armor." Optimus said, which Shining wasn't familiar enough with the way Optimus talked to realize that was the Autobot's way of comforting him.

"Here..." Celestia said, flying into view. "Come with me, Optimus. I'll help get that soap off you."

The mountain of soap bubbles followed Celestia as she turned to leave.

"So, Twily..." Shining asked. "What was that issue you were going to talk about with Optimus?"

"I don't know." Twilight answered. "He just sent me a letter saying that he needed to talk to me and my friends."

Shining nodded. "Uh-huh. A letter...wait, how is he sending you letters when he's all the way on Earth most of the time?"

Twilight raised her hoof to answer, but it landed on her chin instead.

"I don't know...how _is_ he sending me letters from there?"

* * *

Shining and his wife, Cadence, a pegasus-unicorn with a pink coat and multicolored mane and raining-rainbow Cutie Mark, walked into the tower to join up with Twilight's friends, Celestia and Optimus, wanting to know what was Optimus was so upset about.

"Before we begin, I would like to ask how Twilight Sparkle was able to remove the Dark Matter from her bodily systems." Optimus said.

Shining and Cadence raised eyebrows at Twilight, who looked perfectly normal, and was smiling nervously at Optimus' question.

"Umm, Optimus? I didn't, and...can we please not mention that in front of my brother!?"

Shining leaned forward, curious as to what it was that Twilight and Optimus knew that she desperately wanted to keep from him.

Optimus noticed her discomfort. "My apologies. The matters of which I've asked you here to discuss are two-fold, the first of which involves the Relics of the Iacon Vaults."

Shining and the two Princesses looked up, not knowing what that meant, but given how Twilight and her friends reacted, it was important.

"I have led my team on a salvage mission to Trypticon's comatose body and scavenged the Iacon Database from the onboard computers. My findings have led me to the conclusion that there are Iacon Aritfacts buried on Equestria."

Twilight's friends eyes all widened.

"I thought so..." Twilight said. "Starscream gave me a glyph to translate a copy of the Database I had, but I didn't want to believe it."

"The second issue is that of our home world of Cybertron. Long ago, when we all left on the Great Exodus, my brother, Ultra Magnus, leader of the Wreckers, was left behind on Cybertron with his team to attempt resurrection of the dead world."

"Wait," Rarity raised a hoof. "I though the Wreckers didn't respond to authority figures?"

"That is true, Rarity."

Thoughts rolled through the six of them. Well, except Pinkie Pie. Pinkie was too spacy to think much. But Rainbow Dash came to the conclusion Ultra Magnus must've been awesome for the Wreckers to take him as their leader.

Applejack, Fluttershy, Rarity, and Twilight, however, came to the conclusion Ultra Magnus was a very, very _scary_ Autobot.

"I was hoping that with the aid of your pony magic, that we could accelerate Cybertron's rebuilding and ascertain my brother's condition."

Optimus crouched down and leaned forward.

"My little ponies, can I trust you with the task of unearthing the treasures of Iacon from your homeworld before they fall into the hands of those who would use them for their own purposes?"

"I think I speak for everypony when I say..." Twilight saluted. "You can count on us, Optimus!"

"Except for me!" Shining chimed in. "I don't know what an Iacon Artifact looks like."

Twilight held her hoof out, but paused, unable to think of a good description of the Iacon Artifacts between the Apex Armor and the Immobilizer to give Shining a broad enough idea of what they looked like.

"I will send out a message asking for volunteers to help with your Cybertron." Celestia said before leaving, presumably to do just that.

Optimus saluted. "I thank you all for your help." A Space Bridge opened behind him, and he turned to leave.

"Optimus, wait!" Twilight shouted. Too late to keep Prime's attention, however, as the Bridge closed.

"...I was going to ask how he sent me letters." Twilight stammered.

Shining tapped Twilight's Cutie Mark for her attention. "Twily? Optimus said something about dark matter in your body? What was that about?"

Twilight turned away. "I said I didn't want to talk about it..."

"Twily, I'm your brother! You can tell me anything."

Twilight signed and shook her head. "You are my brother, Shining, but..." She started walking towards the door. "You weren't there."

Shining frowned as his sister left. "I wasn't where?"

"On Earth, silly filly!" Pinkie told him as she and the rest of the girls got up to leave.

"We went through quite the hard time whilst there." Rarity informed him as she passed.

Cadence put a hoof on Shining's back. "I'm sure she has a good reason for not telling you."

Shining 'hmm'ed. Cadence nuzzled him to comfort him.

* * *

Twilight held up her glyph and her scroll, levitating them in front of her while her friends walked behind her. "If my calculations are correct, the first set of coordinates is in the mines the Changeling Queen hid Cadence in."

"Mines?" Fluttershy whimpered. "Oh, I don't like mines...they're awfully dark and...dark."

Dash rolled her eyes. "Come on! Let's get in there and dig that relic out!"

They got into the mines easily enough. Pinkie put down some rocks so they could find their way back.

"According the coordinates, the relic should be right...here." Twilight said, stopping in front of some pink crystals.

"Let's get digging, then." Rarity said.

Awkward silence ensued.

"...Really?" Rarity asked. "We were going into the mines and nopony thought to pack some mining equipment?"

Twilight looked to Fluttershy. "Fluttershy, are you willing to let dismiss the spell on you so you can help me dig?"

Fluttershy nodded.

"All right." Twilight's horn glowed, flashing light. When the flashed cleared, Twilight's Unicronian wings and other Dark Energon-related spikes, as well Fluttershy's Insecticon bits, were visible.

Fluttershy shrieked, transformed and ran into the crystal cluster, mercilessly tearing into it with her mandibles while Twilight used her wings like jackhammers.

Everypony figured they had found the relic when all their noses began wrinkling in reaction to something.

Peeking their heads inside the new hole they made, Twilight and Fluttershy saw a stack of tiny cubes that kept changing position relative to each other with a transformation noise, the scent so overpowering it had fume lines coming off.

"W-what is it?" Fluttershy whimpered. "My sensors are going crazy near it!"

"I'm sure Optimus will know."

"Hey, Twilight!"

Twilight turned around at Rainbow Dash's calling of her name. The rest of their friends seemed wobbly and delirious.

"Has anypony ever told that pink stripe in your hair looks awesome?" Dash asked.

"What?"

"Oh woooww..." Pinkie gasped. "Look at aaaaalll the pretty crystals!"

Twilight looked between her friends, disturbed. "Fluttershy, I think the relic is affecting everypony except me and you! Think you can carry it out of here?"

"Yes, but, um...Twilight..." Fluttershy pointed her hoof/clamp.

"Wha-" Twilight saw what Fluttershy was pointing at.

There, not too far from them, over at the entrance to the mines, were Shining Armor and Cadence, each with mortified expressions on their faces.

"Twily...what happened!?"

* * *

Out in the blackness of space, a Cybertronian escape pod drifted, quite possibly to never stop, leaving the one inside it forever trapped.

Thankfully, it was not so, as a streaking fireball of grey and purple came blazing through the space it was in and brushed against, throwing just a tiny enough little bit to the side that a passing ship picked up the signal.

The pod followed it's programing and jetted itself closer to the ship. Once latched on, a hatch opened on the ship and lowered the pod in.

The pod was pried open by the crewmates, revealing a round, small Autobot with a black paint job, silver face, and two red stripes running down his head. He looked built for stealth with his average proportions.

"Uhh..." He groaned, shaking awake. "W-where am I?"

"State your name." One crew member said with an incredibly forceful voice. It felt like the very drum of it was banging on the Autobot's Spark.

"Smokescreen..." He managed to choke out, having felt the voice on his Spark.

"His name's not on the list...but he _is_ an Autobot." one of the other crew mates said.

"We'll cut you a deal, Smokescreen..." another crew member said. "You don't mess with anything on the ship. We'll let you off without hurting you on our next stop."

"Sounds good." Smokescreen said, taking a cautious first step out of the pod. "Where we heading?"

"A little-explored planet called...Equestria."

* * *

"All right, my little ponies!" Cheerilee announced to her class. "School's out for the day!"

All the excitable foals all threw their hooves in the air and cheered.

"But don't forget, I'm expecting your reports by Wednesday!"

The class groaned at the reminder. Everpony packed up their backpacks and left. Apple Bloom was going to go home without engaging in any Cutie Mark Crusaders nonsense today...at least not yet.

But on her way home, Apple Bloom found herself waylaid.

"Apple Bloom! Apple Bloom!"

Cheerilee wanted something from her, clearly.

"Howdy, Miss Cheerilee! Eh, Ah don't mean to be rude, but wut is it y'all want from me outside of class?"

"Oh, nothing!" Cheerilee said airily. "Actually, I wanted to see your brother."

"Big Macintosh? Well, shewt, why didn't ya just say so!?"

Apple Bloom paused, a dent in her friendliness.

"This, uh, this doesn't have sumthun' to do wit that love poison we used on you and 'im, does it?"

"Yes it does, but it doesn't concern you." Cheerilee told her curtly.

"All right then! Come on!" Apple Bloom began hopping. Cheerilee had a very reluctant expression on her face, but she followed.

* * *

Remember that gray and purple meteor? That one earlier that hit Smokescreen's pod? Yeah, remember that. That's important.

Cruising through the skies like she owned them, a elegant creature with an eagle's head, chest and wings, but with an lion's rear soared. This was an Equestria gryphon. In particular, this was Gilda, a former friend of Rainbow Dash's who had left Ponyville some time ago after the town- and Rainbow Dash- proved to cramp her style.

Beneath her, unbeknownst to Gilda, was an arrogant blue, silver-haired unicorn by the name of Trixie traveling in a repaired wagon, having suffered a similar fate at Ponyville.

And their paths were about to cross for what simultaneously both the likeliest and unlikeliest of reasons.

The gray and purple descended down from the heavens, just narrowly missing Gilda and crashing by Trixie's wagon, sending it flying.

Once the wagon quit tumbling, Trixie made her way out and demanded to know who was responsible.

"The Great and Powerful Trixie demands to know who is responsible for -" Trixie lost her bravado at the sight of who was responsible.

Just in front of her in a smoking crater befitting a meteor was a grey vehicle of some type she had never seen before, along with evil-looking purple crystal tethered to the machine. The vehicle began shifting into a form Trixie also didn't recognize- but she could it was wearing scars on it's face and had menacing purple eyes.

"You there!" The creature said, pointing it's long claw at her. "Is this the pony home world of Equestria?"

"Um, um, I think so?" Trixie stuttered.

"Excellent..." The creature hissed. "Trusting me may not have been the first mistake you've made in your life, Twilight Sparkle, but I assure you, letting me live WILL BE YOUR LAST! AHHAHAHAHAHA! For now...NOW that I have achieved symbiosis after being stuck to that blasted cluster for so long!" Starscream's eyes and insignia glowed purple with power.

"Hey!" Gilda shouted, descend and not happy that she almost been burnt to a crisp. "What's your deal, pal? Don't you know I own these skies?"

Starscream turned around and looked at her weirdly. "As a matter of fact, I did not."

"Well, you're gonna learn!" Gilda growled. She lunged forward and scratched Starscream's face, to no avail.

Starscream was amused. "Ahahahaha! You're a spunky little organic, aren't you? I like that... " Starscream put his claws together. "I don't suppose you'd be interested in working together with me?"

Gilda raised an eyebrow. "Working together? With some..._thing_ I just met?"

Starscream shrugged. "What...can I say? I am rather...down on my luck."

"Wait!" Trixie said. "You said something about Twilight Sparkle?"

Starscream turned to face her, interested. "Why yes, yes I did...you know her?"

"Oh yes! That Twilight Sparkle vanquished an Ursa Minor when Trixie couldn't! Trixie would love the chance to give that- that- that _unicorn_ what's coming to her! NO PONY upstages Trixie!"

Starscream tapped his chin against his claw. "I will make you an offer, Trixie...help me with my schemes, and when the time is right, I will deliver Twilight Sparkle to you to do with as you wish."

Trixie's eyes gleamed at the prospect of putting ponies in their place. "Yes! Trixie will help you-"

"Starscream. Lord Starscream."

Gilda 'ooh'ed. "A Lord, are ya?"

Starscream glared at her with a twinkle in his optic. "As happens, yes I am! My offer to you still stands."

Gilda scoffed, crossing her arms. "Pfft! Forget it! No way I'm helping a dweeb like you."

Starscream's optics flickered, trying to think of a way to persuade Gilda. "Oh come now! Surely there must be someone...somepony who has wronged you? Who you would just love the chance to get back at?"

Gilda seemed interested. "...It would be nice to pull a prank on Rainbow Dash."

Starscream smirked lecherously. "Oooh, another familiar name! Rest assured, Gilda. Help a poor little mech like me complete his lofty ambitions, and I will help you with any prank you ask of me! What do you say? Do we have a deal?"

Starscream criss-crossed his arms, bending down awkwardly to offer a claw each to Trixie and Gilda, who grabbed one finger and tugged on it.

"Excellent!" Starscream said, raising up. "Now for our first order of business..."

"Finding...a graveyard!"

* * *

"How could you not tell me about this, Twilight!?"

"You were getting married! Finding out I was an undead horror was the last thing you needed to deal with!"

"And Fluttershy...what's wrong with her!?"

"Nothing's wrong." Fluttershy said. "I was destined to be a member of the hive."

Everypony was made uncomfortable by the peacefulness in Fluttershy's tone.

"Well, Shining Armor..." Rarity put herself into the conversation, she and the others having recovered from the relic's effects. "I'll have you know that Twilight's spell is obscuring scars all over my body, and the fact that my horn is broken."

"Your horn is broken!?" Shining yelled. "Rarity, I'm so sorry..."

"I can fix it!" Cadence said. "Here, just let me-"

Rarity backed away.

"Let you heal my scars? And disgrace the memories they represent? I think not! But...Twilight was quite justified in not telling you, Shining. My own sister, Sweetie Belle, doesn't know about these scars. " Rarity took in a deep breath. "...and I pray she never has to."

"Now do you see why I didn't want to tell you?" Twilight gestured to Rarity, who was helping make her case.

"We'll leave you alone to talk things out." Rarity said, taking the lead as she, Applejack, Dash, Pinkie and Fluttershy all left.

Cadence and Shining and Twilight all looked at each other.

"You know...maybe if you..." Twilight reached into her leg and plucked some of the Dark Energon in her out. "Try it, you might-"

Plodding metal footsteps cut Twilight's sentence short. The gathered unicorns looked up to see Optimus Prime approached.

"Twilight Sparkle, I hope you are not attempting to offer Dark Energon to your brother in the hopes of distracting from his grief of your unwillingness to discuss your condition."

"N-no!" Twilight stuttered, popping the D.E back in herself. "Not at all!"

Cadence raised her neck upwards. "How- how did you know? First Twilight takes some of her Dark Energon and tries to give it to Shining, and then you're here! It's almost like magic!"

"I'm _old_, Cadence." Optimus said mysteriously before turning around and leaving as well-timed as he had appeared.

"Well, I guess I can...get over it." Shining said. "But I want to know...after Fluttershy and Rarity, do any of your other friends have the spell on them?"

"Yeah. Pinkie Pie's got a bunch of burns from an explosion." Twilight shudder suddenly and violently.

"Twilight? What's wrong?"

Twilight's horn flashed. In response, a bunch of purple and yellow robo-bugs began appearing in their own flashes of light and began resting on her body. Twilight took in a deep breath and moaned.

"Oh. Yeah. Sorry." Twilight said at Cadence and Shining's confused expressions. "There are Tracers. They're little machines I brought to life using- well, my blood."

"Your _blood_?"

"Dark Energon corrupts the veins of whoever uses it. It's also a drug. It induces a need for symbiosis in the pony that's ingested it. That's why I keep these little guys around..." She held one Tracer up and nuzzled. "I can't stop the urge, but I can treat a little at a time." She shook the Tracer off her hoof. The bugs took this as their cue to bail, teleporting out of there.

"So, think you can help with the Iacon Relics?"

Shining nodded eagerly. "Yeah, sure! Just point me to them!"

"Okay!" Twilight re-cast the illusion spell, making herself appear normal, and pulled out scroll and glyph. "The next relic is...buried somewhere around the Ponyville Train Station!"

* * *

Back with Starscream's slowly but surely forming gang, Starscream, Trixie and Gilda were ambling about the desert, trying to find something to get them pointed on the right track for their journey.

Starscream's foot hit something, causing a clang and him to trip. "Gaargh! Accursed-what?" Starscream's tune changed when eh rolled over to to see what it was.

"An Iacon Artifact? On Equestria?" Starscream questioned out loud, picking the slightly-sticking out urn out of the ground.

"What's an Iacon Artifact?"

"Sounds boring, dude."

"It is _not_ boring!" Starscream retorted, trying to work the urn open. "Years ago, the Halls of Iacon had their entire contents ejected into space to keep them from Decepticon...hands. Got it!" Starscream popped the lid off and pulled out whatever was in. A Cybertronian-sized vial filled with spiky, red pollen.

"Is this-?" Starscream questioned in wonderment, tossing the now-useless urn aside. "It is!"

"Is what?"

"This, my dear Trixie, is an experiment bio-weapon! If we could ascertain to as to Twilight Sparkle's and Rainbow Dash's whereabouts, unleashing THIS on them would be a most delightful revenge indeed!"

A wolf-whistle coming from somewhere up ahead cut short Starscream's glee. "Oh, what now?"

"I say, I do say, little missus!" A suave charismatic voice said. A weird machine with old-timey wheels, tankards and lights on it with a grill in front pulled up in front of the trio. Two pale yellow unicorns with slender legs and shiny red manes jumped off the machine.

"Who in the Pit are you two!?"

The two of them bowed and tilted their hats at each other.

"He's Flim!"

"He's Flam!"

"We're the world famous Flim Flam Broooothers!"

"And I must say, my good madame, this a delightfully designed device you have here!" Flim said, drawing too close to Trixie for comfort. "How much would I have to pay for you to sell it to me and my brother here?"

Trixie stammered, unable to respond. Starscream came to her aid.

"For your information, Flim, I am not Trixie's to sell!"

"No? Well that's too bad."

"I suppose we'll just be on our way then." Flam said, climbing back onto their machine.

Starscream pondered something. "Wait, you two! I am Lord Starscream, and I am need of all the assistancne I can get my claws on. Would you be interested?"

"Ehh...perhaps. What would be in it for us, Lord Starscream?"

"Well...I am planning on quite some feats..." Starscream snapped his fingers, which made a metallic ringing sound. "Trixie and Gilda are looking for revenge against some ponies. What would you like?"

"Some petty bits would look good on the menu!"

"Excellent. Petty bits it is...what's a bit?"

"Equestria currency! My good sir, didn't you ever go to school?"

"Not on Equestria..." Starscream muttered. "But what do you say?"

"I say, you have yourself a deal, Lord Starscream! So tell me, what's our first order of business?"

"Well, it was finding a graveyard, but..." Starscream held the vial up in his claws. "There's been a change of plans."

* * *

The train from Canterlot to Ponyville came on time. Shining and Twilight (having recast the illusion spell on herself) got off, flashed their scroll saying they had written permission to dig the ground up, and did they just that, using their horns as drills to find the Iacon Artifact.

Twilight occasionally cast a small explosion spell to speed things up.

Shining's horn's sparked against something the way clashing metal did. "I think I've found it!"

A white, metal hoof flailed it's way out of the ground, eventually revealing a just-slightly-bigger then pony mechanical rhino with one red optic and blue and purple stripes.

"What is it?"

The rhino scraped a hoof and trumpented at Shining.

"I'd say it's mad!"

The rhino charged at Shining. The two white animals locked horns, but it was clear Shining was having trouble matching something his size made out of metal. They grunted and trumpeted as they tried to best the other.

"Nnnnnruurrn!"

"PHRA-FT!"

The rhino removed itself, then swung it's horn into Shining's from the side, knocking Shining to his side.

"Oh!" Shining growled, standing up. "If you want to play like that..." Shining cast a small force-field spell around himself and charged.

Even the force-field acting as shield, the rhino was too tough- and too canny- for Shining to get any good hits on it.

"Shining, wait!" Twilight yelled. "I think if we-"

"No time, Twilight! We have to put this thing down!"

The rhino trumpeted once more and gored Shining and his shield away.

Shining scraped hoof, preparing to charge again. He bolted forward at full gallop, but had to screech to a halt to keep from hitting Twilight when she was suddenly in front of the rhino-  
Scratching it's chin with her hoof and talking baby to it no less!

"Hi there, sweetie. You're not bad, are you? Nah, you're just a little saddle sore since Shining nicked your leg."

A close look confirmed there was a scratch on the rhino's leg that must have come from Shining's horn when he struck it against the semi-living relic.

Shining made a displeased noise at having been usurped by his sister so.

* * *

In the tower, Fluttershy had her spell off. Unlike Rarity's scars of Pinkie's burns, whether the spell was on or not actually affected her functinality; She couldn't use her claws or beetle-mode when it was on.

Meanwhile, Optimus was examing the relic they found in the mines, which had since been into a container.

"You were wise to put this in an container, Fluttershy. Ore-13 is one of the most powerful and dangerous substances known to Cybertronians."

"What's Ore-13?"

"More colloquially known as Ultra-Energon, Ore-13 is Energon that was seeded in an energy-rich enviroment that absorbed that energy. It can be used as a fuel of utmost power, but it is also incredible volatile." Optimus put the canned Ultra-Energon in his elbow. "The Autobot cause is indebted to your contribution, Fluttershy."

"Oh. It's nothing, really!"

Twilight and Shining entered the room with the rhino in tow. "We have another one, Optimus!"

Optimus examined the rhino. "A Mini-Con Armament...These are semi-sentient weapons meant for use in the Autobot-Decepticon war. To be built for the sole purpose of war...a most unenviable fate. It is good you have recovered it before it could cause harm to innocents. The Autobot cause is indebted to your contribution, Twilight Sparkle and Shining Armor."

Optimus took the rhino- which he addressed as 'Zamu', oddly and left through the Space Bridge with it and the Ore.

"I could use a break after all this digging." Shining said to his sister. "Maybe I could come visit you and your friends in Ponyville?"

Twilight's eyes sparkled. "That'd be wonderful, Shining! I'll go get a guest bedroom ready right away!"

* * *

In Ponyville...

Dash was loafing about the clouds, not really doing much since everypony else seemed to have that whole 'Artifacts on Equestria' thing covered.

"Hey, Rainbow Dash!"

Dash rolled over and groaned. She knew that voice. Ditzy Doo. Resident mailpony and a walking klutz who cause a black hole to sponteanously form just by trying to bake a cake. That sounds like an over-exaggeration, but she once caused an earthquake by sitting.

"What do you want, Ditzy?"

"Package for you!"

"Oh!" Dash rolled over, her ego happy as always to get stuff. "What is it?"

"Chocolates from a secret admirer!" Ditzy hoofed over a package.

"Ehh...I've never been one for romance." Despite her reluncatnce, Dash took the package.

"You're not the only one. I have the exact same package for Twilight Sparkle!" Ditzy flew off, leaving Dash to ponder and mutter about the possbility she and Twilight would soon be going on a double date with these mystery stallions...

* * *

"SPIKE!" Twilight shouted. "I told you the guest room has to look perfect!"

"What's the big deal, Twilight?" Spike asked, cleaning up the library guest room- frankly against his will. "It's not like Shining's moving in with you!"

"So!? This is his first time visiting Ponyville, and everything has to be absolutely perfect!"

"You do know that 'visiting' doesn't mean he's going to be staying the night, right?"

"Just clean!" Twilight snapped.

Somepony knocked on the library door. Spike was eager at the excuse to quit cleaning, but Twilight saw rigth through him and answered the door herself.

"Hi, Ditzy! More packages for me?"

"Eeeyup!" Ditzy gave Twilight a package just like the one she gave Rainbow Dash and left.

"From your secret admirer...oooh, did you hear that, Spike!" Twilight hugged the package to her chest. "I have a secret admirer!"

"Yeah...that's wonderful..." Spike muttered, still bitter about the cleaning.

Twilight uncovered the box and popped one of the chocolates into her mouth. "Hmm...a little funny, but I guess it was his first time baking."

* * *

Apple Bloom brought Cheerilee to the apple fields proper, where as usual, Big Macintosh could be found, toiling the day away.

"There he is!"

"Big Macintosh!" without waiting for Apple Bloom's 'okay', Cheerilee went ahead to greet the crimson stallion.

Big Macintosh's recognition of her presense was little more then a tilt of the head.

"Um, Big Mac? Do you remember when the fillies all used a love poison on us?"

"Eeeyup." Macintosh answered stonily.

"Well, that got me thinking..." Cheerilee put her hoof on Big Macintosh's chin. "Maybe we could start a real relationship?"

Apple Bloom was shocked.

Big Macintosh's reaction was as expected.

"Eeeenope."

If Apple Bloom hadn't been expecting Cheerilee's feelings, Cheerilee wasn't expecting Big Macintosh's reaction.

"What do you mean 'no'!?"

"Wuddnit be right." Big Macintosh said, as if that was that.

* * *

Shining stood just outside the train to Ponyville, ready to board, but somepony held him up.

"Shining Armor!"

Shining turned to see Princess Luna approaching.

"Princess Luna! What are you here for?"

"We wish to talk to thoust regarding thy's performance today, as according to this report." Luna tossed Shining a piece of paper. It was a report of how he and Twilight had aquired the Zamu Mini-Con.

"Thoust...doth not come across verily here-eth, Shining." Shining had no idea what Luna was saying.

"What?"

"Thou art Captain of the Guard, yet it was Twilight Sparkle, thyne's sister, who approaiated the relic from it's resting place! It reflects ill of thou."

Shining shook his head. "Um, no offense, Princess, but I was supposed to get to Ponyville soon on the train?"

"Of course." Luna took the paper back. "Our apologies."

Shining Armor boarded the train just before it left, but through the entire ride, all he had to think about was what Luna had said...

Shining dismissed the thoughts and proceeded onto the Ponyville library. He knocked eagerly on the door, expecting Twilight to be escatic to see him.

But when she opened the door, she seemed anything but pleased to see him.

"Oh...it's you."

"Yeah, it's me! I was supposed to be visiting Ponyville today, remember?"

"Regretfully."

"Twily, are you okay?...You don't sound like...you."

"Of course I'm not okay!" Twilight snapped. "Spike keeps griping about how I make clean up- which is juuussst soooo hard to do- I have to write a report for the Princess, and spend the day with a pony-"

Twilight pointed at him.

"Who doesn't know when to quit ramming rhinos that are clearly getting the best of him!"

Twilight slammed the door in his face.

Shining stood there, dumbfounded. "There is no way that just happened."

Shining knocked on the door furiously. Twilight opened it.

"Aer you still here? Seriously? Take a hint, Shining: _I don't want you here_!"

Twilight slammed the door, quite forcefully this time.

On the inside of the treehouse, Spike was concerned. "Twilight, I think Shining's right. You're not acting yourself!"

"Shouldn't you be cleaning!?" Twilight snapped at him. Spike threw his claws up in surrender. He could've sworn the library's lightning had suddenly darkened along with Twilight's attitude.

Outside, Shining was still in disbelief. His utter shock made him unable to do anything other then just get up and walk away until he hit something.

That something turned out to be Applejack, carrying saddlebags. "Oof! Well, howdy Shining! Wut brings y'all 'round to the market?"

Shining looked around. Had he really walked so far he was at Ponyville's market? ...Maybe the market wasn't that far from the library.

"Twilight said she didn't want me around the library..." Shining muttered.

"Wut!? Oh, well not that's just not right. Here, why don't y'all go hang out wit Big Macintosh and Apple Bloom while Ah see if Ah can git to the bottom of wut's goin' on here?"

Applejack pointed Shining to the direction of the farm, and after doing so, went to the library and knocked.

Twilight barely opened the door for Applejack to peek in. "Hello, Applejack...what do you want?"

"Ah want to know wut's crawled up yer tailpipe so bad ya don't wanna see your brother!"

"That's none of your business, Applejack."

Applejack was fed up and used her strength to push the door open and make her way inside.

"Now y'all listen here, Twilight, y'all just totally cut out yer brother! When y'all start neglecting family, then it is mah business!" Applejack grabbed Twilight by the neckling and started shaking her. "Now wut's wrong!?"

"Don't- touch me!" Twilight pushed Applejack off.

Applejack growled and rushed Twilight. The entire thing devolved into a old-fasioned fight cloud from old cartoons.

"Hey guys!" Spike greeted, climbing back down the stairs. "I finished cleaning, so what's-"

Spike screamed at what he saw.

* * *

Big Macintosh continued bucking trees and working, seemingly deaf to Cheerilee's pleas of why they couldn't have a relationship.

"Hey!"

The three of them looked to see Shining Armor approaching.

"Howdy, Shining!" Apple Bloom greeted happily. "Wut brings y'all here?"

"Oh, um...Twilight didn't want to see me and Applejack told me to hang out with you while she straightened things out."

"Oooh! How's that goin'?"

"I don't know." Shining took particular note of Cheerilee. "Hey, you seem familar! Have we met before?"

"Ehhh...Not that I remember!" Cheerilee seemed really uncomfortable around Shining.

Shining tried to make some small talk, but with Apple Bloom being a child, Big Macintosh being the silent type, and Cheerilee more concerned with Macintosh then him, it was a bit of a challenge to get any conversation going.

Suddenly, Big Macintosh's head rose up like a eagle strechting into dawn. He grunted and began walking towards town.

"Big Macintosh? Where are y'all gettin' off to?"

"It's been too long since any word from Applejack." Big Macintosh explained, saying the first words he had all day that didn't start with an 'eee'.

The other three ponies looked at each other, then followed Big Macintosh. When Big Macintosh stopped abruptly, they all smacked into his tail in a neat orderly line like a pre-orchestrated train crash.

"Shining." Big Macintosh said. "I don't know wut Twilight said to ya, but's it best if y'all forget it."

"What makes you say that?"

Big Macintosh pointed a hoof to the left.

To the left, the library was visible...covered in police tape with unicorns in haz-mat suits all around it. One was sweeping over Spike with his horn while another asked questions.

"Okay, now that you've calmed down, can you walk me through what happened?"

"I was cleaning up the guest room, and then when I went downstairs- they were like this!"

Over some distance aside on a wheeled wooden platform, Applejack and Twilight were muzzled and in chains, an unnatural red glow over their coats. They kept glaring bitter, venomous, hate-filled glares at any and everpony- any and everything in sight.

Cadence was called over right away, while Apple Bloom was left with Granny Smith. Big Macintosh seemed suddenly much more interested in Cheerilee's advances while alone...

* * *

Shining, Spike, and Cadence, given on-loan haz-mat suits of their own, all had their noses pressed up against the glass wall allowing them to view into the containment room Twilight and Applejack had been put in.

"What...happened to them?" Shining asked.

"That's what we're trying to figure out." One of the hazmat team members answered. "Spike, were they in contact with any strange materials prior to the red glow appearing?"

"No...I mean, Twilight did get some chocolates from a secret admirer, but...oh no! You don't think that could be it, do you?"

"It's too soon to rule it out as a possibility. Team, get back there and find those chocolates, and if necessary, burn them."

The hazmat ponies nodded and rolled out.

Shining turned away from the glass and headed for the door.

"Shining?" Cadence asked. "Where are you going?"

Shining signed. "My sister tells my she's an undead, I end up fighting a rhino robot that I didn't need to actually fight, my sister yells at me, but then turns she's infected with Celestia-knows-what, and there's nothing I can do about it! I'm going to get a drink."

Shining left, heedless of Cadence's concerned gaze.

Cadence turned attention back to the room. Against common sense, she opened the door and entered it to get a closer look at the problem.

"What has gotten into you?" She questioned, drawing up to Twilight. Too close, as Twilight was able to buck her head and cut Cadence's suit open with her horn, allowing contact.

The instance Twilight's horn touched her skin, the red glow began washing over Cadence. As a result, she growled at Twilight with her teeth bared.

But the strangest thing by far was when the red glow reached Cadence's Cutie Mark, it began glowing white in response.

Cadence's spouted gibberish as her horn began acting of it's accord, sending out a plasma ball-style bolts of electricity all around the room.

When the power surge had passed, Cadence's coat was as pink as ever, but her head hurt. She rubbed her horn sorely. "Uggh...huh?"

Looking in front of her, Cadence could see that not only was the red glow gone from her- it was also gone from Twilight and Applejack as well! Whatever the problem was, her love magic must've fixed it.

Twilight bucked her chains and muzzle off, the metals proving no match for a distraught loved one. "WHERE'S SHINING!?"

Twilight burst out the door, nearly trampling Cadence on the way.

"I NEED TO APOLOGIZE TO SHINING!"

Cadence watched her go and smiled at her devotion to her brother. Then she heard whimpering behind her.

Applejack was begging to be let out, not having the same reserve of strength Twilight had to get out.

Cadence giggled. "Here, let me help you with that..."

* * *

The ship Smokescreen was on landed to Equestria's soil without any trouble.

The sides of it opened, allowing Smokescreen and the other members out.

"All right. You're free to go. Get out of here before we change our minds." A crew mate told him.

Smokescreen nodded and began walking away, but on his way, he made the mistake of taking an over-the-shoulder glance at the crew.

"Gentlemechs, these are our targets." One mate tapped the cyber-scroll in their hand. Smokescreen caught sight of the name and transformed, turning into a round, black and grey Cybertronain car, with red glowing circles on the wheels and drove off.

Apple Bloom was playing with a ball by herself, supervised by Granny Smith. (At least in theory), completely unaware that in about 10 minutes from now, an Autobot was going to come crashing through the neighborhood.

10...9...8...7...6...5...4...3...2...

The unmistakable VRROOM gave Apple Bloom just a little warning as Smokescreen came flying out from nowhere and transformed to land just in front of her, the impact of his descent knocking Apple Bloom flat on her Cutie Mark.

"Decepticon!"

"What? No!" Smokescreen said. "I'm an Autobot!"

"Ooh...okay...wut's an Autobot?"

Smokescreen put his hand to his chin, uncertain how to describe Autobots to someone unfamiliar with them. "We're, uh...well, you know the Decepticons? We're them, but we're the good guys instead!"

That was enough for Apple Bloom. "So y'all are nice and sweet instead of mean and rough?"

"Yeah, pretty much!" Smokescreen crouched down. "Now listen here. You're Apple Bloom, right?"

"Eeyup! Wait...how'd y'all know that?"

Smokescreen waved his hand. "That's not important. What's important is that your brother, Big Macintosh? He has some very, very dangerous people after him."

Appple Bloom gasped. "Oh no! Wut do we do!?"

"Find him before they do!" Smokescreen transformed and opened his door. "Come on, get inside!"

"Ah'm just a filly! Ah don't know how to drive!"

"You said you had to drive?...And if you don't mind me asking, what's a filly?"

Apple Bloom climbed in, happy to go on adventure all on her own without Applejack telling her off for being just a baby.

...All while not answering Smokescreen's question, leaving the poor rookie to wonder what a filly was.

* * *

Big Macintosh and Cheerilee were standing at the train station, waiting for the next train to the destination Cheerilee had selected.

Big Macintosh was getting cold hooves, however. "Ah don't know, Cheerilee...maybe we shuddn'it be doin' this."

"Oh, but Big Macintosh! I need you to do this with me." Cheerilee whined. She cupped Big Macintosh's chin and made him look her in the eyes.

"After all..."

Said eyes flashed a brilliant, emerald green into Big Macintosh's own.

"You _complete_ me."

* * *

Shining was sitting on his haunches under a streetlamp, a mug of cider in his hoof. The mug also had a cube of salt in it and a spoon to mix the salt in with. The bartender had warned him that combining the salt and cider would knock him flat on his Cutie Mark, but today had been so bad, he didn't care.

He also didn't particularly care when a jet flew overhead and landed in front of him in the form of an effeminately-built mech.

"Well!" Starscream said, his arms crossed. "What do we have here? A little pony out in the dark of the night! Don't you know it's dangerous to be out on your own this late?"

Shining barely moved his head. "Leave me alone. I've had a bad day."

Starscream became interested. After how easy it was to get Gilda, Trixie and the Flim Flam twins on his side, he didn't think it ridiculous to think he might be able to persuade this one. After all, revenge and greed were easy enough things to give. What might this one want?

"Oh come now!" Starscream said, resting his back against the streetlamp. "Tell oool' Starscream about your woes."

Shining signed. "I haven't been able to do my job lately as well as I would like to, my sister's been infected with some mysterious disease, and I think Princess Luna wants to replace me!" he looked at his mug. "And now I'm even so upset I'm resorting to drinking!" In spite, of perhaps because of complaint, Shining took another swig.

"I'm so sorry to hear about your sister." Starscream said. "What's her name?"

"Twilight Sparkle. She's the best little sister a pony could ask for..."

Starscream's optics widened at the mention of Twilight's name. Then a smirk crawl it's way onto his face as he came up with a horrible idea. "You know...I might be able to ease your suffering, my little pony."

Shining's attention was caught. "Really? How?"

"Oh, well, I can't go too much into the details unless you accept it...it would hurt at first, but I guarantee you won't feel a thing afterwards."

Shining examined his mug, as if trying to see it offer something Starscream wasn't.

"All right." Shining tossed the mug to the ground, spilling it's contents, and stood up with his eyes closed. "I'm ready."

Starscream snickered.

Shining didn't even have the time to gasp in pain as Starscream's claws sheared near-instantly through his back and out his stomach. Starscream slowly pulled his claw free of the unicorn and leaned in close with his claw to his head so he could hear Shining's heartbeat fade, thus confirming Twilight's brother was, without a doubt, dead.

Shining fell to his side, blood leaking out of his top and bottom.

Starscream smiled, then transformed and jetted off, a trail of blue fire behind him as he left the scene of his crime.

Below, Shining's blood continued leaking, mixing it with his discarded drink.

* * *

**THIS CHAPTER IS DEDICATED TO**

**IN LOVING MEMORY**

**SHINING ARMOR**

**(?)-2013**

* * *

**Author's Notes for 'Foundation'**

**Things I meant to do but ended up not happening this chapter**

**-Applejack being present at Smokescreen's 'recruitment' of Apple Bloom**

**-Flim using Dark Energon on Scootaloo's scooter, bringing it to 'life' and forcing Twilight to use her Dark Energon powers to bring it back under control after Shining fails to tame it.**

**-Luna outright trying to make Twilight Captain of the Guard after Shining botched a bunch of missions up.**

**-Celestia kissing Optimus to troll Cadence.**

**-Shining's drink and murder taking place on some out of the way snowy cliff  
**

**-Shining mistakenly attacking one of Fluttershy's Insecticons, who have been relocated to Equestria in tunnels dug just for them under Fluttershy's cottage.  
**

**-Starscream being more directly responsible for Shining's bad day.  
**

**And yes, I've included the Takara-Tomy exclusive Arms Microns in my story in the form of Iacon Artifacts on Equestria.  
**

**********I imagine 'The Reign of Starscream' having it's own unique intro as follows: **

**********The Prime intro, but with *Deep breath* Ultra Magnus, Smokescreen, Kup, Hot Shot, Spitfire, Soaring, Luna, Blackout, Shockwave and the FOC Troopers in place of Optimus Prime, Arcee, Bumblebee, Bulkhead, Raf, Miko, Jack, Starscream, Megatron and the Vehicons- (Ratchet isn't in there and has no 'equivalent) respectively. It's also on Cybertron instead of Earth, so it has Cybertron's two moons instead of Earth's one. Also, the camera zooms in on the moon to reveal the Autobot symbol, rather then 'Autobot symbol just coming out of nowhere'.**

**********I had been trying to keep this a surprise...like, wait until everyone thinks that the series is dead. But I think that Christmas Special removed any trace of a surprise, eh? I left out quite a bit of things from the special because it spoiled something in here  
**


	18. Alliance

******Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work made by an independent contractor outside of the official company's notice intended for non-profit entertainment and speculative purposes only.**

**Darkryt Orbinautz presents...**

* * *

_Previously on 'The Reign Of Starscream'..._

_Smokescreen waved his hand. "What's important is that your brother, Big Macintosh? He has some very, very dangerous people after him."_

_Said eyes flashed a brilliant, emerald green into Big Macintosh's own. "After all...You complete me."_

_Twilight bucked her chains and muzzle off, the metals proving no match for a distraught loved one. "I NEED TO APOLOGIZE TO SHINING!"_

_Shining fell to his side, blood leaking out of his top and bottom. Shining's blood continued leaking, mixing it with his discarded drink.  
_

* * *

Lavender hooves clinking, Twilight found her brother's corpse with the street lamp light's shining on him, showing his body to any who would be so inclined as to see it. Over to the right, his blood had leaked to the point it touched and mix with his discarded cider.

Twilight choked back a sob. "Shining...my B-B-B-F-F..." She dabbed at her eyes with her hoof.

Twilight laid down by her brother's side and hugged. "The last thing I said to was 'I don't want you here' while mentally altered, and now you're gone..."

Twilight sobbed and sniffed. The weather was seemingly empathic with her mood and let down a drizzle that began to wash away the split blood and cider mix.

Twilight sniffled and got up. It was best she broke the news to Cadence so they could start on funeral arrangements. As she turned to walk away, her hooves made plop-plop-plop sounds on the mixture of blood, cider, and rainwater. Hearing the splash of liquid gave Twilight an idea...

Twilight went back to him, and worked her brother's corpse upwards, her legs wrapped around his neck to stable his head.

Sounds like boiling water came from Twilight's stomach.

Twilight kissed her dead brother on the lips.

Dark Energon bubbled from Twilight's mouth into Shining's, covering both their muzzles with foam.

Shining's eyes shot open, shimmering violet with un-life.

* * *

**The Reign of Starscream**

**Chapter 2**

**Alliance**

**Episode Synopsis: Shining doesn't react well to being an Terrorpony; Luna's brigade goes to Cybertron; Smokescreen reveals something much worse then the Changeling Queen is after Big Macintosh.**

* * *

"I can believe you turned me into a- a-" Shining looked at his hoof, the blue coat on it now purple. And he also looked at the Dark Energon crystal sticking out of his back. "What am I, anyways?"

"Terrorpony." Twilight _helpfully_ answered.

"What?"

"Terrorpony. Dead Cybertronian's revived by Dark Energon are Terrorcons, so ponies resurrected by them would be Terrorponies."

Shining shook his head and whinnied. "Whatever! I'm still mad you did this to me!"

"You were dead! What I was supposed to do?"

"I don't know! Bury me, maybe!? That would've been nice!"

"Shining, you were killed out in the street while you were drinking, and the last words I said to you were 'I don't want you here'! How do you think I could have lived with myself knowing that if you were dead!?"

"Oh, I don't know! Here's an idea; you could just go kill yourself and come back as a Terrorpony! You wouldn't be 'living' with it anymore!"

"Can you do that?" Cadence asked. "Can you die, come back, die again, and then come back again?"

Twilight shrugged. Looking to the side, Twilight could see Optimus looking reserved, but he hadn't said anything. "Optimus?"

"Twilight Sparkle, when it was revealed that Unicron had been nurturing himself in the back of your psyche, I was of the opinion it was his presence that allowed you to retain your sense of self. Your resurrection of your brother calls this into question."

Twilight laughed. "Oh, well, that's easy! Limbo! If you can get to the deceased pony in question before an certain amount of time, you can ressurcet them as themselves! I don't really know how exactly long, but... "

"Twilight Sparkle," Optimus interjected. "I am concerned that you and Shining Armor both having the Dark Energon integrated into your being will induce the need for symbiosis beyond what your Tracer therapy will allow."

"I think, Optimus, if me and Shining combine our magic, we can use that instead."

"I don't want to 'achieve symbiosis' with you! I don't want to symbio...sis...-i-size with anypony!"

Before Twilight could explain symbiosis was inevitable as a Terrorpony after a certain point (and that 'symbiosis-i-size' wasn't a word), Spitfire, Soarin' and Fleetfoot of the Wonderbolts trotted before them in purple spacesuits with green helmets.

"The Wonderbolts?" Twilight questioned. "What are you doing here?"

Before Spitfire could answer, Princess Luna and her bat-winged, reptilian-eye Night Guard came crashing down in the same suits.

"Forsooth!" Luna declared. "We art here to travel to Cybertron and locate Our Prime's brother! Prepare the Space Bridge!"

After Optimus lead Luna and her troop away, Twilight walked up to her brother and nuzzled him in the neck.

Shining sighed and nuzzled back. "I'm sorry, Twily...I didn't realize what I was saying. If I lost you...I'm just a little overwhelmed." Shining raised his hoof again. "It's just...what AM I now!?"

Twilight smiled and hugged him. "You're my B.B.B.F.F., and nothing will ever change that."

"...Thanks, Twily."

* * *

Smokescreen pulled up at the Train Station and rolled his window down to let Apple Bloom do the talking.

"Hey, everypony!" Apple Bloom said, lopped her legs over the window. "Ah'm looking for mah brother, Big Macintosh? Big red stallion? Doesn't talk a whole lot?"

"Yeah." one passerby said. "He just took the last train with some Earth pony mare."

"Oh no! We'll never catch them in time!" Apple Bloom exclaimed.

"Yes we will!" Smokescreen countered.

He revved up and drove through the railings meant to keep ponies off the tracks when the train wasn't there, breaking a bunch of laws in the process- more out of ignorance then malice- and began speeding down the train tracks. The fact Cybertronian wheels hovered was a great help to him here.

Smokescreen wasn't shy about putting his fuel gauge to the max, so the train came into sight reasonable fast.

"Hey! Big Macintosh!" Apple Bloom yelled, waving her hooves out Smokescreen's window.

On board the train, Big Macintosh responded instantly to the sound of his sister's voice. "Apple Bloom?"

"I'm sure you're just hearing things, sweetie." Cheerilee assured him.

Big Macintosh peered out the window. "Eeenope."

"What?" Cheerilee poked her head through the window, and seemed displeased to see Apple Bloom waving from the window of a rather-nice looking car. "Unngh!"

Cheerilee bucked some litter on the floor, causing to clang against the trash can. "Big Macintosh, can you go see what clanging was?"

"Eeeyup." Big Macintosh entered the next cabin over, thinking the noise had come from there.

'Cheerilee', meanwhile, stuck her head out the door and used some green magic to unbolt the last car in the train from the second-last, causing it to careen backwards towards Smokescreen.

"Uh, Smokescreen?" Apple Bloom said. "Is it jus' me, or is that train coming' towards us!?"

"No, no, I think you're right. Hang on!"

Apple Bloom was surprised when the seat she was sitting in began moving backwards. She was also alarmed when leather straps began shooting around her, and disoriented when the entire room seemed to rise up in height.

Smokescreen, in robot mode, ran towards the train car and grasped it's sides with his hands, trying to slow it down. He was successfully, much to the relief of the passengers inside.

Smokescreen leaned down to check on them. "Everyone okay in here?"

The two passengers in the car saw him and nodded, their hearts pounding too much to question that they had just been saved by a Decepticon- as far as they knew.

Smokescreen did a handstand and flipped onto the car, then off it to the other end. The tiny size of the train whistle and it's inabiltiy to be found told Smokescreen it had escaped.

"Oooh!" Apple Bloom whined. "We'll never catch up to 'im now!"

"Oh yes we will!" Smokescreen said confidently, transforming to vehicular mode and speeding down the track.

Apple Bloom was starting to feel sick from all the rising and lowering that happened in Smokescreen's transformations. "Could y'all open a window? Ah don't feel so good..."

"Yeah, sure." Smokescreen rolled his window down, allowing Apple Bloom to perch out of it.

* * *

On Cybertron, the Space Bridge opened. Luna's vanguard and the Wonderbolts all flew out of it onto the metal planet's landscape.

Spitfire and Soarin' took a look around and were awed. Particular at the two moons in the sky compared to Equestria's one. Even with the half-destroyed buildings and disorganized shrapnel everywhere...

"This place is beautiful!"

"And it's supposed to be dead?"

The question crossed both Wonderbolts mind that if Cybertron looked liked this while it was dead...how beautiful did it look while it was _still alive_?

Spitfire, Soarin' and Luna all landed on the ground below. Which turned out to not be a good idea, as the scrap gave out beneath their hooves and fell down into a near-bottomless pit.

"Whoa there, stranger!" A cocky voice greeted them. "Watch your step!"

Three Cybertronian's appeared around them on fine-cut cliffs in the area. One was green and old with some sort of cigar in his mouth. Another was blue and looked a near-dead ringer for Bumblebee except for his head and paint job. The last one was tall and mighty-looking, a different shade of blue with wheels in his calves and truck-cab's on his shoulders and a hammer stored on his back. In fact, if Luna didn't know better, she'd say he had some family resemblance to Optimus Prime...

"Oh! Thoust there! With the hammer on thier backside! Art thoust Ultra Magnus, the brother of Optimus Prime?"

The blue mech chuckled. "As a matter of fact, I am." Ultra Magnus bowed. "Ultra Magnus, leader of the Wreckers, and yes, Optimus' brother. These two are my goons and best buddies, Kup-" He gestured to the green one. "and Hot Shot." He gestured to the blue one.

Hot Shot beamed and waved. "Hi!"

Kup sneered at them. "Eh...whazza bunch of four-leggers doin' on Cybertron?"

"For thoust knowledge, Kup, we were volunteers of Equestria who have been sent here to Cybertron to aid in it's restoration in whatever way we can. And to find Optimus Prime's brother."

Ultra Magnus scoffed. "Wha- really?"

"Yes! He seemed most concerned over thy's well-being!"

"Concerned over my-!?" Ultra Magnus put his hand on his head and laughed. "Do you realize how silly you sound right now!? Optimus? Concerned? Like, stoic, never laughs and doesn't party Optimus!?"

"Well...yes!"

"Aaah hahahaha! You're kidding..." Ultra Magnus shook his head. "Well, far be it me to turn down some extra hands around here, but I gotta admit, unless you can all sponge up Dark Energon like water, I don't think there's a lot you can do for us...what's your names, by the way?"

"Spitfire!"

"Soarin'!"

"Princess Luna of Equestria!"

"Ooooh!" Kup said. "A Princess! Shockwave will be shaking in his tower now!"

"Easy, Kup, easy." Ultra Magnus waved his hand to try to get his snarking soldier to ease off. "They're here to help. Can't just shoot them down like that, can we?"

Kup raised a very big black cannon that looked too big to hold with one hand, yet he managed. "Can we?"

"NO!"

* * *

In the towers of Kaon's remnants, Shockwave was looming over a computer, attempting to sketch out ideas on how to best reboot the deactivated Core of Cybertron. He had a gotten makeover as well. The purple window that made his chest had turned into a black one on his chest, his triceps and calves were silver. He had treads in his legs and his hands were now clawed, as well as height upgrade to his stature. He was now ready ready to the look the part of 'Decepticon Lord.'

"Hey, uh, Shockwave?" Barricade asked, in another corner of the room monitor the, well, monitors. "We got something over here..."

"Not now, Barricade! I am trying to develop the means with which I will revitalize our planet!"

"Yeah, but Shockwave...these readings are really intense! Like Space Bridge level!"

"Bah! Take Lugnut and investigate, if it concerns you that much!"

* * *

Back on Equestria, Starscream was supervising as Flim and Flam finished using their technical expertise to build detector devices at the Ex-'Con's instruction.

"Annnd...finished, Lord Starscream!" Flam announced, using her magic to twist the last screw in.

"Excellent!" Starscream bent down to pick the remote. "Assembled properly, this device will allow us to locate any more stray Artifacts..." Starscream looked at his claw, which had a pony-sized oven mitt on the top of the finger. "And now that the issue of Rainbow Dash and Twilight Sparkle has been taken care of..." He flicked the mitt off. "I can trust you, Gilda and Trixie?"

"Yeah, sure."

"But of course, oh most gracious Lord Starscream!" Trixie tipped her hat to him.

Starscream laughed. "Ha! Gracious Lord Starscream...I like it!"

Flim looked over the Dark Energon strapped to Trixie's wagon with concern. "I must say, Lord Starscream, this...Dark Energon material is giving my horn odd feelings."

Starscream responded with sarcasm. "Perhaps then, you should remove your horn from it...what's this now?"

Off in the distance, Starscream could a crowd of ponies gathering around a stage just outside a town that looked it been plucked straight outta tha' Old West. On the stage was some weird creature with horns, a snout and hooves, but also hands that stood upright like a Cybertronian. The detector also began reacting in that directions.

"Interesting..." Starscream pointed his long finger. "That way, my armada!"

* * *

Ultra Magnus and his Wreckers led Luna and her small army towards the general direction of their base. (As much as Kup protested the idea)

"So this Iacon of which thoust speaketh...why would it's ruins be the ideal place for thoust castle?"

"Castle? Who said anything 'bout a castle?" Kup questioned.

"That's just the way she talks." Spitfire assured him. "She means why do you keep a place that's in ruins as your base?"

"Well, it's because it's ruined. It's the very last place Shockwave's goons would think to look for us."

"And now that you've so gracefully let the secret slip..."

Luna and the Wreckers found to their horror Barriacade and Lugnut standing on a rooftop nearby.

"We'll be sure to tell Shockwave where you've been hiding when we report to him about your new pets! Hah!" Barricade laughed mockingly. "Has the great Optimus Prime really sunk so low in he sends in imported wildlife from other worlds to help out his l'l bro?"

Luna charged up her horn and unleashed at barrage of lightning bolts at the two Decepticons, who managed to flail their way out of being hit despite their surprise at the display of power.

"Me and my big fat mouth..." Barricade muttered. "Come on, Lugnut! Let's get the scrap outta here!"

He and Lugnut jumped off the rootfop and transformed into their respective vehicle modes and took off.

"We can't let those two get back to Kaon! Shockwave will be able to blast our base to smithereens if they do!"

The slow-but-surely forming Wrecker/Pony alliance all took off after them, Luna's guards and the Wonderbolts flying after Lugnut and Hot Shot and Kup transforming after Barricade.

Ultra Magnus neglected transforming however in favor of jumping onto the rooftop and attempted to leap onto Lugnut's back- with mixed results. He got on there, but was left dangling from Lugnent's engines.

"Worry not, Ultra Magnus!" Luna shouted. "We-" She turned to Sptifire. "Line?"

"'We got you covered.'"

"We've haveth thoust' backside obcsured!"

Luna shot another lighting bolt out, which struck one of Lugnut's engines and disrupted the Decepticon's ability to keep steady in the air. The shaking allowed Ultra Magnus the opportunity to pull himself onto Lugnut's back. Lugnut tried to shake Magnus off him, but was unsuccessful. Magnus pulled out the hammer on his back which activated, crackling with electricity. He swung into Lugnut's back, blasting a hole into it and sending him crashing.

Most unfortunely, despite Magnus being able to jump off Lugnut before he crashed, Lugnut crashed just in front of Kup and Hot Show, preventing them from being able to pursue Barricade.

"Scrap!"

"Magnus, we lost Barricade!"

"Everyone get to Iacon NOW!" Ultra Magnus ordered. "Once Shockwave knows we've been hiding in Iacon, he'll send everything he's got to blast it off the map! We need to get there and get as many thing as we can out of there! Move, move, MOVE!"

* * *

Shockwave had his claw to his chin- in so much as a someone who's entire face was a black hole with an eye could have a chin- examine his most recent computer simulation for what would bring Cybertron back from the brink.

Exactly what was going on Shockwave's hologram screen wasn't clear, showing only Cybertron and it's rotation, but given how Shockwave growled and slammed his palm into the keyboard, it wasn't successful.

"Shockwave!" Barricade yelled, running into the room.

"What now!?" Shockwave was clearly displeased Barricade had interrupted him again.

"I found out that the location of the Ultra Magnus' base! We can take all the troops that came from Earth and stomp those blasted Wreckers out of existence!"

"Yes..." Shockwave noted, still more interested in his computer then Barricade. "Of course..."

"Uuuh...you okay, boss? You don't seem as...enthusiastic as I thought you'd be."

"I am quite well, Barricade." Shockwave waved his hand to dismiss him. "Go. Carry out the destruction of the Wreckers."

Barricade raised a browplate. He didn't believe Shockwave was okay. He seemed to be _obsessing_ over how he could restore Cybertron.

* * *

"Come ON, people- Pony or Autobot- MOVE IT! Shockwave's army will be here any second, and I want all the important supplies in the base out!"

"You know," Hot Shot said to Magnus while carrying a crate. "If you really want it all out that bad, why don't you do something about it?"

"Something like this?" Ultra Magnus swung his hammer into Hot Shot's back, sending him and the crate flying like a golf ball.

Luna observed the exchange with a reserved amusement. She had carried out as many crates as she could with her magic while her Night Guard used tether to carry some on their own.

She dropped the crates when she heard a really strange pinging noise.

"Your Highness!" One of her Guards said at her sudden stop. "What's wrong?"

"It's that pinging noise." Luna answered.

The Guard seemed concerned.

"What's troubling thoust?"

"Princess...I don't hear any pinging noise."

"Thou does not?" Luna looked around. The pinging noise did nothing to let up after being told Luna was the only one to hear it. "Hmm...stay here and continue assisting Ultra Magnus! We will investigate this anomaly..."

The Guard nodded, and Luna descended into a stray alleyway where the pinging got louder the closer she got.

Landing gracefully in the alleyway proper, Luna looked around for the noise's source.

Then she heard clanging footsteps from a Cybertronian.

"Halt!" Luna shouted. "Whom goes there? We, Princess Luna of Equestria, art here to assist the Autobots stationed on Cybertron and we shalt not abide intruders in their space!"

The intruder didn't seem to care much for having been discovered, so Luna took it upon herself to chase after him. Turning a corner, she heard his footsteps again, but still couldn't see him.

This continued on for a while until Luna found herself out of the alley and standing before a a large, curved building that was obviously something of cultural significance.

Realizing that she must've been incredible far off from where the Wreckers and her knights were attempting to carry as much as they could, Luna entered the building to find her culprit- and perhaps because she was curious as to what was inside.

* * *

Ultra Magnus handed a crate to the Guard's tether. "Okay...I think that's the last of it."

"An' just in time, too." Kup remarked. "Look!"

A marching mass of purple and green that could only be Vehicons and Insecticons was fast approaching.

"Scrap..."

Kup put up his boomstick to his eye to gaze out his scope. "Look like Blackout, Barricade and the Combaticons are all wit 'em too!"

"Wow. Shockwave's really not holding anything back, is he?"

"Whadda ya excpect? He knows this is where we been hiding. He gets us now, it's all over."

"I'm sorry..." Spitfire said. "We're supposed to be helping you rebuild Cybertron or something like that, but I'm not sure how we're supposed to help you with this big of a Decepticon movement."

"Any way you can think of!" The Wreckers transformed and drove off to meet their enemy head-on.

"Ahh..." Blackout said at the sight of them. "Look, Barricade! The Wreckers are eager to meet their doom!"

"Far be it me to deny it to them!" Barricade converted his hand into a saw.

"Autobots, roll for the wreckage!" Magnus commanded.

Transforming back into robotic mode, Ultra Magnus, Kup and Hot Shot all pulled their weapons out to deal with Blackout and Barricade.

"YAAAAH!" Spitfire led her teammates and the Guards into a Vehicon, eventually taking him down throught a combination of bucking and swarm tactics.

"P-p-PONIES!" Onslaught shrieked.

Spitfire and Soarin' looked at each other. "Um, yeah."

"What about us?"

"Because of your kind, me and my Combaticons ended destroying Kaon's pyramid! It took us WEEKS to repair that thing!"

"Uh...it wasn't us?" Spitfire innocently tried to say.

Onslaught turned to Vortex and Brawl, conferring how to feel about that.

"Better safe then sorry!"

"Combaticons, TRANSFORM INTO BRUTICUS!"

And so, the Wonderbolts and Guards got to experience the fear, the terror, the atrocity of witnessing a Gestalt merge. It was easy to tell how the Combaticon's bodies were fitted into forms that shouldn't have been there for them to fit in. When the end result was complete, Energon was leaking out from all over various parts of Bruticus' body. Not from wounds, but because the pipes they were supposed to carry fuel from one member to the others didn't work like they were supposed to.

"Okay...Magnus, that is something ponies would call 'bad'. What do Autobots call it?"

"Very bad."

* * *

Luna cautiously strode down the halls of the building, finding a dome-like room at the building's center that connected to a bunch of other hallways. Although she wasn't familiar with Cybertronian data storage, she felt rather like she was in a library of some sort.

She heard the clanging footsteps again, followed by clinking like somepony had just dropped a key...and then that pinging again!

Darting her head to and fro, Luna saw a glowing metal thing on the floor she could swaear wasn't there before.

"Hmm..."  
Curious, she approached the thing. It was some sort of device that was almost a third her size, hand an arched handle on end and a pointed bit on the other. Given how loud the noise was now, she was certain this thing was the source of the ping that had been plaguing her.

She picked it up in her mouth. Her eyes dilated, her horn began to glow.

Luna rushed off into one of the other hallways in some sort of trance induced by the little thing, her horn begging to be used.

And in one of the other hallways, amidst the now empty library, a pair of blue optics watched her go.

Seeing her as having took the device, the optics revealed it's mouth in a grin, which strangely, was also glowing. It was common for Cybertronian's to have glowing eyes, but a glowing mouth?

Outside the building, Luna ran for another building just behind the library, totally ignoring the clusters of Dark Energon all around her.

Getting inside, Luna headed straight for a room with a gold and red pedestal in it's center, totally dominated by the device in her mouth.

Luna's paced slowed as she approached it, and it put the device inside the pedestal. Her trance lessened slightly, but it was still there.

The pedestal transformed, rearranging itself into a taller, narrower form. A small hole like a keyhole formed in the bottom.

Luna, still hearing the pinging, but more quietly, put her horn into the hole and began charging her magic into the pedestal.

"GAAH!" The pedestal started charging back, pumping Dark Energon energies into the source of her magic. Luna's turned the purple associated with the Unicronian Blood, but she refused to let it control her.

"We-are Princess Luna of Equestria! Our will is NOT to be subjugated!" Grunting in focus, Luna blasted even more magic into the pedestal, expelling the Dark Energon while she was at it.

Having just donated so much energy into the receptacle, and having just did a self-exorcism of Dark Energon on herself, Luna fainted and collapsed.

The entire building began shifting and rearranging. The Dark Energon clusters outside were exploded by pillars of Night magic bursting through them like impaling tools.

The building shifted itself upright, the ground around it attaching to it's sides.

* * *

"Come on, you measly metal-munchers!" Ultra Magnus yelled, swinging his hammer into Insections. "Put some hydralic pressure into it!"

"We're putting some!" Hot Shot protested while he and Kup kept shooting their weapons at the encroaching army.

"Give up, Autobots!" An Insecticon yelled. "You can't beat us all!"

"We're Wreckers. We're supposed to beat down hordes!"

"**BRUTICUS...BLAST WRECKERS.**" Bruticus hissed, lowering Onslaught's cannons on his back over his shoulders.

A fleet of rockets fired into the army, punching pockets of unconscious Decepticons in the otherwise imposing army.

Spitfire and Soarin' looked at each other. Neither of them had done that.

"...Holy-!" Hot Shot yelled. "Look!"

Everyone did.

"...What...is that?" Soarin' gasped.

"It can't be..." Kup muttered.

"Hey." Hot Shot counterd. "You complainin'?"

Even Bruticus seemed afraid as a towering, golden Autobot with a claw for a hand and solar panels for an arm.

"OMEGA: ONLINE. MISSION: DEFEND RUINS OF IACON." The hulking giant stated.

All the Decepticons began tensing, and then ran for the hills.

"Stand and fight, you cowards!" Blackout scolded them.

The solar panels on Omega's arm fired a golden beam at Bruticus, which picked him and dragged him into Omega's claw. Omega proceeded to crush the Combiner in it, crumpling him and his components into a heap. Omega hurled the scrapheap into back into the battlefield, where it's impact shook the ground around Blackout.

"...On second thought..." Blackout muttered, transforming and joining into the retreat.

The Wreckers, Wonderbolts, and Night Guards all gathered around Omega's pillar-sized feet.

Luna popped up out of his shoulder, lopping herself over it.

"Hello...everypony." Luna waved weakly at them. "We have...made a friend."

"I see that." Soarin' commented.

"Luna, how did you do this?" Ultra Magnus questioned. He didn't seemed angry at her, but there was an urgency in his tone. "How did you get Omega Supreme back online?"

"Put a...bronze device inside a pedestal...charged it with magic..." Luna managed to gather the breath to explain.

"Bronze device?...An Omega Key?"

"We...suppose."

"Luna, the only bot on Cybertron who could've given you that...is Alpha Trion."

"Oh. Is this 'Alpha Trion' on our side?"

"He's _dead_, Luna."

"...Huh."

* * *

Back at the Kaon towers where Shockwave was runing yet another fruitless diagram, Barricade limped into the room.

"Report, Barricade." Shockwave instructed, still more concerned with his computers then his soldiers.

"The ponies..." Barricade stammered.

"What of them?"

"They- Shockwave, they brought back Omega Supreme!"

Shockwave froze, seemingly caring again. "That is impossible. Omega Supreme's systems were violated by Dark Energon eons ago."

"Yeah, and they managed to do the impossible! What do you want to do, Shockwave?"

Shockwave stood there, looking at his holograms with a claw on his chin in thought. "Prepare the Space Bridge."

"Space Bridge?" Barricade questioned as Shockwave approached the door. "Where we goin'?"

"Why..." Shockwave answered, heading for the door.

"To get the ponies that will revitalize Cybertron, of course!"

* * *

"Hmm..." Starscream mused as the detector appeared to go haywire. "Magnetic anomalies...like these could only be caused by the presences of Mini-Cons!"

"What're those?" Trixie asked. Starscream ignored her, too focused on the stage ahead of them to care.

"And that, my little ponies, concludes Iron Will's session for today." The Cybertronian-sized creature- an Minotaur, said, closing up a suit and beginning to walk off-stage.

"Excuse me!" Starscream said, raising his claw and stepping on-stage. "Mister...Iron Will, was it? Would you mind so badly were I to borrow your stage before you depart?"

"Uh..." Iron Will stammered. "Sure...I guess?"

"Thank you." Starscream bowed. "My little ponies, I am Lord Starscream, and I believe there are powerful weapons buried beanth the housings of your fair town."

The crowd of ponies all looked to each other.

"In my authority as Emperor of Destruction, I demand you excavate this relics and bring them to me!" Starscream demanded.

"Hey now!" One crowdgoer said. "Why should we have to dig up our houses just to please you?"

"That's right!" Iron Will added, getting back on-stage to challenge Starscream. "Why should they?"

Starscream leered. He converted his arm into cannon-mode and shot a red laser straight through Iron Will's left ab, buring a hole into it which smoked. The minotaur fell to his back with a groan.

Starscream pointed his cannon at the crowd. "Any more questions?"

The crown shook their head and scattered to start digging.

Trixie, Flim and Flam all concernedly looked over Iron Will.

"Is he...okay?" Trixie asked.

"Who cares?" Starscream spat, making the unicorns uncomfortable with his callousness.

* * *

The Friendship Express carried on it's pre-set path, the conductor and most of the passengers unaware of the secret the cute couple in the back were hiding and that the entire train was the target of a war-mongering robot from outer space.

Said robot was tailing them as best he could.

"C'mon, Smokescreen!" Apple Bloom exclaimed. "We'll never catch them this way!"

"You sure? I can go preetty fast!"

To demonstrate, Smokesceen increased his speed.

'Cheerilee' poked her head out the window to see if her pursuers were still there. "Grrr!" She fired a green laser at Smokescreen, causing him to spin out.

"Aww- Scrap!" Smokescreen swore, trying to steady himself. "Uh...Apple Bloom? Don't repeat that. Ever."

The train was pulling up near a drawbridge that would have to be lowered.

"Oh no! We'll never get them if they get to that bridge!"

"I say we make sure they don't then!" Smokescreen transformed, tumbling Apple Bloom around in his internals again, took a few running steps forward, then jumped into the air, converting his arm into a tiny stealth-like blaster that he used to blow the tracks in front of the train.

The conductor, reacting quickly, pulled the train's brakes.

Cheerilee got suspicious. "Why are we stopped?"

"Attention, passengers. The tracks have been sabotaged. Repeat, the tracks have been sabotaged." The conductor informed them through an intercom.

Cheerilee went 'raaah!' in frustration and quickly led Big Macintosh out through the back cabin's rear exit, heading for the nearest town with her captive in tow.

Everypony else exited to inspect the damage to the tracks. Who did this?

Smokescreen was running towards the stopped train, and he jumped into the air and on to it, rolling forward so he could get the attention of the stopped ponies.

"Hey, you!" Smokescreen pointed at them. "We're looking for a big red Earth pony stallion and a pink Earth pony mare. Have you seen them?"

"Uh, yeah." The conductor said. "They went that way."

Smokescreen made a frustrated noise. "Really!? I'm starting to think he WANTS to be killed!"

Apple Bloom gasped. "Not Big Macintosh!"

"You know, Appleloosa's about that way." The conductor told them. "I'm sure you can get them there, if ya hurry."

Smokescreen nodded. "All right. Thank you!" The rookie Autobot transformed off the train and sped for his quarry.

In his seat, Apple Bloom silently prayed for her brother's welfare.

* * *

In Ponyville, Sweetie Belle and Scootaloo were batting a ball between the two of them when Cheerilee approached.

"Girls? Have you seen Apple Bloom?"

"No." Sweetie answered.

"Last we heard, she was looking for you and Big Macintosh."

"Wha- me and Big Macintosh? What on Equestria for?"

"She said you were looking to starting a 'real' relationship with him." Scootaloo answered.

"A real relation- after that love poison you three used on us!?"

"Well...yeah."

Cheerliee got worried. "Oh, I hope everything's okay..."

Cheerliee's hopes were in vain, however, as everything was most assuredly not okay.

* * *

"Ah..." Cheerliee's duplicate said as they pulled up into an old town where all the ponies were scurrying around. "My, my, these ponies certainly seem busy, don't they dear?"

"Mh-hm." Big Macintosh nodded.

"Pity it'll all be in vain."

"Mm-hmm."

"Hey!"

Cheerliee did a double-take, looking for who it was that said that. A yellow Earth pony in a hat and vest jumped in front of her and Big Macintosh.

"Oh...hello...?"

"Braeburn!" He introduced themselves. "And Ah'm here to WELCOME YOU TO APPLEOOSA!"

"AAh!" Cheerliee covered her ears. "Could you possibly be any louder!?"

"Ah'll try." Braeburn took in a deep breath. "WELCOME TO** APPPPPPPPPLOOOOOOOSAAAA**! That better?"

"Much..." Cheerliee responded airily, her and Mac's manes blew askew.

"Why...Cousin Big Mac?" Braeburn questioned. "What are y'all doin' in mah little slice of Equestria?"

Big Macintosh was silent.

Braeburn shook his head and chuckled. "Y'all always were the silent type. Ah'm afraid things haven't been so good around here, though."

"Oh really? Well that's too bad, we really need to be going now!" Cheerliee said quickly, tugging on Big Macintosh's leg.

"Eeyup. Some nasty feller calling 'imself tha' 'Emperor of Destruction' is demanding we dig up a bunch of ol' relics, an' we ain't got the guns to argue wit 'im."

"That's too bad." Cheerliee said.

"There you are!"

Cheerliee huffed. "What now?"

"We've been looking all over for y'all!" Apple Bloom explained. "Me and Smokescreen have gotta get Big Macintosh outta here!"

Braeburn looked at Smokescreen. "Hmm...say there, big fella, y'all wouldn't be interested in helping out a poor little town, would'ja?"

"Oh, I would!" Smokescreen assured him. "But I need to get Big Macintosh to safety first. He's in danger!"

"Danger?" Cheerliee laughed. "Danger? Hahahaha! Well, I suppose you can't fool everypony..."

An eruption of green fire burst out of the ground around Cheerilee, and when it had gone, in Cheerliee's place was a sea-green blackish pony the size of a Princess with a twisted horn, hair like seaward, bug wings, a odd bend in her hole-covered hooves and mesmering green snake-like eyes.

"The Changeling Queen!" Apple Bloom exclaimed.

"Yes!" The Queen hissed in her voice that sounded like two ponies talking over each other. "I've been trying to feed off Big Macintosh's love for Cheerlieee, but he doesn't appear to hold as strong feelings for him as I would like...certainly not Shining Armor's love for Cadence."

"Yeah, yeah, yeah, okay okay, whatever. We need to get out of here!" Smokescreen yelled. "Big Macintosh is in serious danger!"

The Queen scoffed. "Serious danger? Do you realize who you're talking to? The only danger here is ME!"

"Uh...no it's not." Braeburn said. "That feller over there doesn't look too pleasant, either."

"What feller!?" The Queen demanded. Everypony looked at the outskirts of town...where a very nasty Decepticon was approaching.

He was big-shouldered, and purple. His absolute loyalty was made clear by the fact that his face looked like the Decepticon insignia stretched over it. He didn't just have treads in his shoulders; His entire shoulders were made out of folded-up treads! A large cannon was on his arm that had two barrels, one behind the other.

He raised the cannon and shot into the air, the skidding, thundering boom of it's recoil making sure he had everypony's attention. And when he spoke, it was like the drum of his voice was banging on the souls of everyone hearing it.

"The** Decepticon Justice Division** has **come** for the **head** of **Big Macintosh.**"

* * *

**Author's Notes for 'Alliance'**

**Weeeell...**

**Big Macintosh is 'bout as good as scrap. **

**Didn't think Bob would be the last thing from IDW I'd use, did you?  
**

**On that note, Tarn has also become one of my most favorite non-Megatron Decepticon Big Bads yet.  
**

**Other things:  
**

**Since the Alinged continuty is supposed to have the best aspects of Animated as well as all the other stuff, I write it as though the hammer that Ultra Magnus' Exodus profile and toy has to be the Magnus Hammer, of course. I would also imagine that, like how "Magnus" is the title of the Autobot leader in Animated, it would therefore be the title of the Wreckers' leader in Alinged.  
**

**...Of course, this would result in silly-sounding names like "Impactor Magnus".  
**

**Oh, and on that note, In FIMP canon, Kup works with Hot Shot and Ultra Magnus, but is _not_ a Wrecker.  
**

**Notice Bruticus' description. There's a reason I portray Bruticus the way I do- throughout various continuties, there are sometimes hints that the combiner process is somehow wrong and unnatural. My description(s) of Bruticus are based on that, taken to it's logical maximum.  
**

**So, reviewer "Bigby the Big Bad Wolf" has said I enjoy just "_taking these franchises apart completely_". ...What does that _mean_, exactly?  
**


	19. Defiance

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit work intended for entertainment and speculative purpose only.  
**

**Darkryt Orbinautz presents...  
**

* * *

_Previously on_ '_The Reign_ O_f Starscream'..._

_"This place is beautiful!"_

_"And it's supposed to be dead?"_  
_Seeing her as having took the device, the optics revealed it's mouth in a grin_  
_"Luna, the only bot on Cybertron who could've given you that...is Alpha Trion."_

_"Oh. Is this 'Alpha Trion' on our side?"_

_"He's dead, Luna."_

_"...Huh."_

_"Why..." Shockwave answered "To get the ponies that will revitalize Cybertron, of course!"_

_The skidding, thundering boom of it's recoil making sure he had everypony's attention. And when he spoke, it was like the drum of his voice was banging on the souls of everyone hearing it._

_"The Decepticon Justice Division has come for the head of Big Macintosh."_

* * *

"Decepticon Justice Divison?" The Queen questioned. "I have never heard of such a ridiculous group!"

Smokescreen grimaced. "Queenie...you really don't to mess with this guy."

"Who is he?" Apple Bloom questioned.

"Tarn." Smokescreen answered. Despite the relative neutrality of the name itself, the way it practically hissed off Smokescreen's speech synthesizer made Apple Bloom fearful- and rightfully so.

"Surrender Big Macintosh at once and no else has to get hurt." Tarn demanded.

"And if I refuse?" The Changeling Queen questioned.

Tarn transformed, converting into a large tank with four seats on top of it the size for three large Decepticons and one normal-sized one and fired.

Various buildings of the Appleloosa town went crumbling down into dust and wreckage. Some ponies could just barely jump out of the way in time before something hit them, and when the dust cleared, it was evident that Smokesrceen had been the catalyst of the destruction, having barreled right the houses from the impact of Tarn's blast.

Smokescreen himself fell to his side with his jaw open, a huge hole punched into chest.

Apple Bloom ran over to her partner. "Smokescreen?"

The Queen looked at the destruction, then back to Tarn, who transformed back to bot mode.

"Then **everyone** _gets_...**hurt**."

* * *

**The Reign of Starscream**  
**Chapter 3**  
**Defiance**  
**Episode Synopsis: Twilight is upset when the humans visit: The Wreckers must confront Starscream's mad plan on Equestria.**

* * *

Fluttershy was amiably watering flowers when she heard metal footsteps.

She gasped. "Decepticons!"

Galloping around her cottage, Fluttershy found the two Decepticons invading her privacy waiting at her door.

"Hello?" She said to them. "Can I help you?"

"Yes." The larger of the two said. He was green and blue, and had some of compartment in his chest. His partner was smaller, black and silver and was like a torture chamber built into a rough robot shape. "We're with the Decepticon Justice Division."

"Oh...I'm sorry, I've never heard of that."

"You have now. It is under good authority that we are informed you faked loyalty to Megatron and the Decepticon cause at one point in time."

"That's true..."

"We're not happy about that. Such an act is disrespectful to the glory of Megatron's image."

"Oh, well, when you put that way...I'm sorry! What can I do to make it up to you?"

"Wear my faaaace." The smaller one droned.

"Oh..um, okay." Fluttershy nodded, looking around. "You're a robot, so I guess that doesn't seem so bad."

The smaller one clasped his hands around his 'face' and pulled it off like mask. The inside of which was covering drills, pin, needles, saws, and just about every tiny sharp object ever imagined.

As the pointy bits began whirring, Fluttershy realized she had been wrong: it was that bad.

* * *

On Cybertron...

"So we've got a ghost runnin' around, just doling out Omega Keys to whatever frakkin' ponies he finds on the streets." Kup concluded, looking at the senario from the most cynical perspective possible.

"That's one way to put it." Luna muttered, perched on the smokestacks of Ultra Magnus, gazing upwards the shadow of Omega Supreme.

"Leave it to Kup to complain about good things, huh?" Hot Shot said. "We have Omega Supreme back! We'll cream Shockwave and take back Cybertron!"

Ultra Magnus 'hmm'ed.

"What is it, Our Fair Magnus?"

"I'm starting to think...you getting that Omega Key wasn't an accident."

"Art- thoust saying Alpha Trion intended for us to take the Key?"

"Yup. It makes sense. You said there was something inside Omega Supreme that sucked in your magic...I'll bet you whatever's valuable on your world that Alpha Trion knew that would happen, and that'd you fix Omega."

Any further attmempts at speculation were cut short by Omega Surpreme's booming voice.

"WARNING: SPACE BRIDGE ACTIVITY DETECTED."

"A Space Bridge? Oh! That reminds us!" Luna started fiddling around with spacesuit, looking for the device that would signal to Optimus' allies that she was ready for her Bridge back to Equestria. "Hmm...we...cannae find our beacon..."

Omega Supreme transformed, revealing his vehicular mode of a freaking huge gold spaceship.

Magnus and Luna looked up at it and then each other.

"That should work!"

* * *

Optimus Prime and Princess Celestia were some of the most dutiful, responsible, serious Ponies/Autobots around, always ready to lend somepony a should to cry on or a ear to listen to, but strict in their rulings and firm but fair in their judgements.

So it's understandable why somepony would laugh at the sight of the two just _lounging around_ at the top of a tower, lying on couches and exchanging books and the names of book author's from the other's planet.

A Space Bridge opened up on the rim of their chosen dwelling area.

"Optimus, are one of your Autobots visiting?" Celestia inquired.

"No." Optimus answered, which was all the permission Celestia needed to go full-alert.

Shockwave, accompanied by a very crumpled-up looking Vortex, stepped onto the pavilion.

"Shockwave." Optimus greeted with a hint of aggression. "What business do you have on Equestria?"

"Quite a bit, actually." Shockwave answered. He held up a grey sphere with red lines. "I have a proposition for the royalty of Equestria."

"I'm listening..." Celestia said. "But only briefly."

"If you are not aware, Your Majesty, Cybertron unto itself is dead. It's Core can no longer produce Energon, and we must scavenge alternative sources of it from far-off worlds to sustain ourselves."

Celestia nodded. "Go on."

A hologram of Omega Supreme blurred out of the sphere. "This is Omega Supreme. He is an ancient Autobot with origins beyond the understanding of current science, and his systems were corrupted by Dark Energon and forced to shut down...and somehow, this pony" The hologram changed into Luna. "-was able to purge him of his corruption and cure him. I believe the same can be done to the Core, if we could have your cooperation."

Shockwave remained calm as Optimus and Celestia turned to each other.

"What do you make of it, Optimus?"

"It is a possibility I have never once thought of. But Shockwave is a Decepticon. Although I would very much like to imagine the possibility of redemption for the leftovers of Megatron's army, I find myself hesitant to agree."

"Hmm..."

"Of course, if you say no, I will make it clear to Cybertron's returning citizens how you, Optimus Prime, our Savior, ignored my idea, forcing me to turn to whatever other method I will eventually devise to resuscitate our world."

Optimus and Celestia leered at Shockwave.

"You are a shrewd politician, Shockwave."

"Hmmm, you always saw right through me, Optimus. What do you say?"

Celestia looked to Optimus. "Prime?"

Optimus was clearly reserved. "While I am reluctant to trust Shockwave, Equestria's varied magics may prove capable of rejuvenating our home, and his scientific knowledge may deduce the most efficient way to harness it.."

Shockwave would've smirked, had he a face.

* * *

In Appaloosa...

Braeburn stared blankly while Apple Bloom attempted to complete a patchwork patch job on Smokescreen's broken chest.

"I will not have my food source deprived of me!" The Queen hissed at Tarn.

"And **I** will have **justice** for the name of **Megatron**!" Tarn countered. "Surrender Big Macintosh!"

The Queen did her arrogant, chiding laugh. "No!"

"Then **DIE!**"

Tarn converted to vehicular mode and fired a shell at the Queen's general location. She avoided by flying into the with, her quarry of Macintosh clutched in her hooves like a vast, predatory bird.

Tarn cranked his barrel upwards and attempted to hit the Queen again, but she was agile as she was evil, leaving smoking mock-fireworks of misfired shell explosions hanging in the air.

Some distance away on Iron Will's platform, Starscream began noticing the spectacle. "What's all the racket about? OOh!" He was distracted by a small herd of ponies coming towards with Mini-Cons on their backs- some sort of drill/bull and a dormant, translucent bat.

"We hope you enjoy this gifts, Emperor of Destruction." A mare said she slipped the Mini-cons off. "We had to dig up all our flooring to get to them."

"And I will appreciate them all the more for that." Starscream said, bending over to pick both up. The drill flatted into the shape of a ninja star and attached to Starscream's chest, replacing the panel Twilight had torn off him. The bat furled and unfulred until it was the shape of a demonic, monstrous scythe.

"Oooh! I like this one!" Starscream whistled at the scythe in his talons. His moment was interrupted by some soot from another of Tarn's shells falling down on his shoulders. "Will someone-somepony find out what's the reason behind all this!?"

* * *

"C'mon, C'mon, C'mon...you can pull through this, Smokescreen!" Apple Bloom begged.

"Ah hate to say it, Apple Bloom, but..." Braeburn pulled his hat over his chest.

"No!" Apple Bloom shrieked. "No, it can't be..."

"It's not..." Smokescreen groaned, barely coming to. "But...is Big Macintosh safe?"

Apple Bloom and Braeburn looked up at where the Queen was consistently dodging Tarn's shell fire.

"Uh...kinda." Braeburn answered. One on hoof, Mac was in the clutches of the Queen...on the other, she was protecting from the insane Decepticon zealot below.

"Uhhn..." Smokescreen groaned and pounded his fist into the ground, trying to get up. He rose up slightly, then collapsed back down.

"Stay wit me, Smokescreen!"

"Right, right...can you...do repairs?" Smokescren questioned, noticing the work Apple Bloom had done on him so far.

"Ah'm tryin'!"

"You need...some wire." Smokesceen explained.

"Braeburn!"

"Ah'mma on it!" Braeburn disappeared and returned with a mouthful of wire that Apple Bloom almost took into her mouth, but she stopped short.

"ELECTRICAL WIRE, YA NINNY-BRAIN!"

"Mah 'mb'ad!" Braeburn aplogized through his mouthful before running off to get the correct wire.

"Hang in there, Smokescreen." Apple Bloom pleaded.

"I'm not going anywhere just yet, A.B." Smokesceen assured her. He looked at the oneside firefight going on between the Queen and Tarn. "We need to do something for them."

"But what can we do?"

"I don't know...see, no one's ever _survived_ Tarn, per se...they've only escaped him."

Apple Bloom grimaced. She did not like the idea of her brother being a nomad to escape this Decepti-jerk.

Tarn's unreleting assault finally paid off. The edge of the shell's burst nicked the Queen's wings, preventing from sustaining her flight.

"Gyaaaah!" The Changling Royalty shrieked, juuust managing to slow her descent enough to make it non-lethal.

Tarn transformed and began stomping towards the two, his cannon barrel glowing pink as it charged an unholy laser that would send Big Macintosh and the Queen of the Changelings straight to The Pit.

"So, Smokescreen." Braeburn said, he and Apple Bloom having accepted there was nothing they could do about Tarn.

Tarn aimed his barrel.

"What can y'all do about this Starscream fella?"

Tarn froze, his cannon's charge dissipating into air. "Starscream's here!?"

Braeburn, Apple Bloom and Smokesceen all exchanged glances.

"Yeah...yeah!" They all assured Tarn, hopeful sending Tarn after Starscream would give them a distraction long enough to make Big Macintosh disappear from the J.D's radar. A most successful gambit, given that Tarn's optics were lit up like a protoform at Hearth's Warming Eve.

"Just outside on that edge-a town." Braeburn pointed.

"I'll be back for you two." Tarn warned his near-victims. "You're on the list now, Your Higness, for obstruction of justice." The zealot transformed and started rolling after the edge of town Braeburn had pointed, freeing the Queen and Mac.

"Yes! Chase this Starscream while I escape with my prize..." The Queen stroked Big Macintosh's mane and kissed his cheek.

Apple Bloom and Braeburn were displeased.

"Ah'm gonna give 'er a piece of mah mind!" Braeburn boldly declared, adjusting his hat in a 'macho man' (uh, macho stallion? Colt? Mech?) fasion.

"No need, Braeburn!" Apple Bloom said. "Ah'll just a short a circuit here and use the spark to jump-start Smokes here!"

"Uh, please- that can't work." Smokesceen scoffed, which didn't deter Apple Bloom one bit. A huge spark that nearly singed off Bloom's brows flashed from Smokescreen's chest-hole, and his optics got noticeably brighter.

"That worked! That shouldn't have work! That REALLY shouldn't have-"

"Just shoot the Queen, will ya!?"

Smokescreen sat upright, primed his blaster and fired laser at the Changeling Queen, who galloped towards them and disappeared in a blur of blackish green.

"Well, that was easy." Smokesceen noted. "Big Macintosh?"

"Eeeyup." Big Macintosh said, stoic as Optimus Prime himself, approaching the Autobot newbie.

"Me and Apple Bloom have been looking everywhere for you!" Smokescreen explained.

Big Macintosh was off-put.

"Looking for something there, Maccie?"

"Eeeyup. Apple Bloom."

"What!?"

Smokescreen and Braeburn found, to their horror, Apple Bloom gone.

And on the other edge of town, she was bouncing along on the Queen's back as the Changeling galloped out of reach.

* * *

Starscream sat down on the stage he had made into his roost, Iron Will still lying down aside him. His head rested into his claw. Trixie, Flim & Flam and Gilda all around him. Gilda wasn't as perturbed by Starscream's treatment of Iron Will as the rest of them.

An old pony approached Starscream on a walker.

"Yes?" The self-proclaimed Emperor said impatiently.

"I thought I could convince you to leave our town alone with a story." The stallion said in a weak, hoarse voice.

Starscreamed. "PFFat! I doubt it. But humor me."

"Once, ponies knew only hatred." The old one said. "As a result, these powerful spirits of hate and misery known as Windigoes froze the ponies, their crops and their homes over."

Starscream seemed intrested, but probably not for the reasons the pony was hoping for. "Go ooooon..."

"Well, what you're doing is very cold, so I would think that story would change your mind."

"Not what I meant!" Starscream hissed. "Where are these...frozen ponies?"

"Oh." The pony said. "They WERE far, far to the edge of Equestria, far to the south. I think the buildings are still standing, too..."

"Excellent..." Starscream rasped, clinking together his claws.

"Starscream!"

Starscream and his brigade perked up at the shout of his name. Tarn was approaching with two more Decepticons- one looked actually kinda normal in white and purple, but with some sorta battery pump in his shoulders. The other was Breakdown/Blackout sized with a red 'X' fused to his face. There was also some sort of cross between a Decepticon and fox leashed with a chain being held by the normal-looking one.

"Er..." Starscream said. "Do I know you?"

"No, but we know of you." Tarn answered. "We are the Decepticon Justice Division. We are here to punish those that dare to defy Megatron by abandoning the Decepticon cause."

Starscream's optics widened as he realized he had abandoned the Decepticons- more then once, as a matter of fact, but-

"You always managed to worm your way back into Megatron's favor before we can get to you!" Tarn raged. "Well, no more! This time, Starscream, you pay for your treachery!"

Starscream folded up the scythe and transformed into his jet-mode and rocketed off. The normal-looking Decepticon shot lighting at him while Tarn transformed and shot off more shells.

Trixie and the Flim Flam brothers retreated to their vehicles and followed after Starscream's smoke trail while Gilda followed beneath the jet.

Tarn transformed back to 'bot mode, and screamed in rage at having lost his opportunity to destroy Starscream...again.

* * *

The Combaticons, crumpled like squashed flies from Omega Supreme's crushing of their combined form, stood with their dents showing behind Shockwave. So as to gauge the true intent of Shockwave's purpose based on the actions of his troops. Whatever the Comabticons did would reflect on Shockwave's plans.

"Which is stupid." Vortex griped. "We're the in the top twenty most violent Decepticons. Onslaught can barely control us. How does OUR actions reflect Shockwave's intentions?"

"Pony logic?" Swindle suggested. He looked up as if to observe a bird, but frowned when he saw the huge gold thing that was definitely not a bird. Swindle clasped his hands around his head. "Oh noooo!"

"Don't be so whiny, Swindle."

* * *

Omega Supreme's massive space-rocket mode drifted slowly but surely towards Canterlot.

"I have to say, riding around in this giant Autobots makes me feel kinda...inferior." Spitfire whimpered.

"As you should." Kup grumbled.

"There's no need to make 'em feel bad, Kup." Ultra Magnus chided him. "Hey, I have this hammer that shoots lightning and I can't turn in a scrappin' spaceship." The Wrecker leader added to comfort his ponies.

"Hey!" A Canterlot guard flew up into the view of Omega's windsheild. "Who are you!? You're in Canterlot airspace!"

"SUGGESTION: TORPEDO WHITE ORGANIC." Omega droned.

"No need!" Ultra Magnus assured Omega and beckoned Luna to come to the windshield. Whom, when the guard saw her, nodded and cleared Omega to approach.

Omega Supreme hovered over Canterlot, and there was slight (Re; massive) panic over this huge thing that strongly resembled the Decepticon _Nemesis_ ship. It took Fancypants some time to convince his entourage not to panic, and ever more of the same to do the same to the rest of the populace.

Atop Canterlot's platforms, Shockwave was unconcerned while the Combaticons were concerned about Ultra Magnus' group arriving. The two reconvened, reuniting Luna and Celestia ...and for the first time in a very long time, Optimus Prime and Ultra Magnus.

"O.P!" Magnus cried in delight. "What are you doing here?" Magnus noticed Shockwave. "What's _he_ doing here?"

"I am here to oversee the reclaimation of Iacon Artifacts lost on Equestria." Optimus answered. "Shockwave is here because he may have devised a method with which to restore our home."

Magnus raised an browplate. "And we're just...okay with this?"

"Logic suggests continuing this war with the Autobots will be cost-ineffective." Shockwave said coldly. "As well as detrimental to Cybertron's condition. Restoring the planet will cause me to look favorable to the returned citizens."

"Optimus, are you okay with this!? You hear him, right? He's just doing this for the political reasons!"

"Be that as it may, Shockwave's ideas are worth considering." Optimus said.

Kup, and Shot and the Combaticons growled at each other and tensed.

"Your Majesties, Lord Shockwave, if I could have moment alone with Ultra Magnus..." Optimus requested softly.

Celestia nodded. She, Twilight and Shining all gathered everypony up and left the Autobot leaders alone.

Ultra Magnus crossed one leg in front of the other at his being left alone. "Luna said you were worried about me. I didn't buy it, of course. The Great Optimus Prime! Shows no fears and sheds no tears! Worried about his little bro..." Magnus chuckled.

Then something downright bizarre happened.

Metal clanged from the sudden movement of the two.

Ultra Magnus could barely believe his optics. Was Optimus...hugging him?

He was! Optimus was hugging him!

Magnus pouted as he realized that Optimus- that his brother had been been worried about him after all.

"...Hey." Magnus said, returning the hug and patting Optimus on the back. "It's all right, Orion. I'm right here, and I'm not going anywhere. Espically not because some 'Con wasted me."

Opt- Orion Pax hugged tighter. He let go eventually, gave Ultra Magnus a soft look, and then turned to walk away from his moment of weakness.

Ultra Magnus did the same, wanting to be sure his big Prime brother couldn't see his face as he went 'Sniff!'.

Applejack and Cheerilee romped into the royal palace gardens. It was the only place large to house all of the Autobots and Decepticons around.

"Applejack!" Twilight greeted. "What's up?"

"Apple Bloom and Big Macintosh are missin'!" Applejack quickly explained. "We can't find them anywhere, and we were hopin' y'all could send out a search party."

Shockwave looked at Onslaught. "Get started on that, will you?"

"W-what? Shockwave, we're a demolition team, not a ...foal-retrival service!"

Shockwave glared.

"Hey...guys." Ultra Magnus said, walking in on it. "What's up?"

"Applejack's siblings are missing!" Twilight exclaimed.

"What!? Autobots, transform and-wait, I have no idea what they look like."

Applejack produced a photograph of her family. Magnus squinted at it.

"Okay! Autobots, roll to the rescue!" Ultra Magnus flicked his hand for his troops to follow and ran out.

Hot Shot and Kup exchanged looks.

"Does Magnus seem...upset about something to you?"

"Fuggeda'boutit, kid. Magnus won't open up to anyone. Lee's go find those siblin's."

So, Kup and Hot Shot followed out after Magnus, aware something was up. The Combaticons rolled out behind them shortly afterwards.

"Omega Supreme had a cargo load of sentry drones aboard him." Magnus informed them. "We can send them out to locate the missing-persons."

* * *

Smokescreen drove around plains outside of Apploosa in search of the Changeling Queen. His objective target and his pony partner had traded into the others' position. Now he was looking desperately for Apple Bloom with Big Macintosh riding in his seats.

"Too bad we couldn't take Braeburn with us." Smokescreen noted.

"Eeeyup." Big Macintosh said.

"Do you ever say anything besides 'Eeyup' or 'nope'?"

"Sometimes."

"Huh."

Smokescreen kept driving for a while.

"You know, you seemed kinda calm that Queenie's got your baby sister. Any reason why?"

Big Macintosh put a on serious face. "Cos Ah will look for mah sis, as long as Ah still have life in me."

* * *

"Hmmph!" The Changeling Queen muttered, having stopped to a rest in the middle of Celestia-knows-where. Apple Bloom, entrance, walked around in circles under the Queen's watchful eye.

"All those fools think that the spell Cadence and Shining Armod took care of me and my changelings for good!" She pounded her hoof, still observing the entrance filly. "They were wrong! There is still life in both them and myself!"

Starscream flew over a huge, huge expanse that switched from scorching desert to freezing wasteland. Trixie and the Flim Flam bros followed relunctanly on the ground, having decided they were too far to turn back now.

"So, 'Scream," Gilda said causally, flying alongside him. "What are we doing in such a down place? It's cold here."

"Why, we are here to find the ponies of the past...and bring motion back to their still life."

* * *

_Big Macintosh:_  
_Ah don't mind my sister being gone_

_Ah know that don't sound too nice, _

_But what that Queen don't know is _

_That I will find her, so long as within there is-  
_

_The Queen:_  
_I see those ponies there, living through their strife_

_They think they've seen the last of the Changelings, _

_But what they don't know is that, within the Changeling kingdom, there is-  
_

_Starscream: _  
_I know that those frozen pony corpses,_

_Trapped, practically for all time. _

_Will be far too eager to help our mission to cause blight_

_Once I restore motion to their-_

_All Three:  
_

_Stiiill liiiiiiiiife! _

* * *

Vortex flew around...who knows-who cares in search of the dumb ponies Shockwave wanted him to find. What was so important about them anyway? Were they part of some super-old weapon system like the Omega Key/Supreme thing, or what?

He was mildly intrigued when a pony-like thing that wasn't a pony pulled beside him in flight. It was a blackish-sea green with a crest instead of a mane with blue eyes in it's snout head. The more he looked at it, the more Vortex got freaked out. It reminded him waaaay too much of an Insecticon. Which was bad, because Vortex didn't like Insecticons. Who did, really?

"Hey, buddy. I'm sorry if I seem crude, but you can back away a bit? You're freaking me out."

The Changeling responded by hissing. Envopling itself in a green flame, it turned into an exact match of Vortex's vehicle mode.

Vortex got offended. Like, really offended.

"OOOOHHH...you did not just do that, pal!"

"OOOOHHH...you did not just do that, pal!" His doppelganger parroted him.

"Oh, a copycat, huh?" Vortex flew up over his doppelganger and transformed. "Copy THIS!"

Vortex pulled out his sword and stabbed through the rotors and into the cockpit. Wounded, his doppelganger crashed to the ground with him on top of it. He jumped off the fake just before it reverted back it's true form.

Looking at it the disgusting little thing, Vortex bent over and picked it up.

"You know what? I bet Shockwave will want something to do with you." The last sentence was whispered into the bleeding Changeling's ear like a betting pool being started.

* * *

Of course, Vortex hadn't accounted for the Princess...

"VORTEX, GET THAT DISGUSTING CREATURE OUT OF MY SIGHT!"

"Okay, okay! Yeesh! Say it, don't spray it."

"Hey! You can't talk to the Princess that way!"

"Everyone- pony, please calm yourselves!" Shockwave walked over to Vortex and snatched up the Changeling. "I will this creature and dispose of it properly while Vortex apologies for his poor conduct to the royalty."

Shockwave left the gardens, leaving Vortex boastful that his hunch had been right. Of course, now he had to apologize to the Princess...ugggh. The Princess was nice, but Vortex wasn't, so apologizing wasn't easy for him to choke through.

* * *

Aboard Omega Supreme, Hot Shot was still anxious about what had shaken up his commander. Ultra Magnus was the leader of the Wreckers, so it must have been something bad to have gotten to him.

The ponies had left Omega. They had completed their task; confirm Magnus' condition for Optimus. Though Luna said she and Magnus should get together sometime.

"So...boss?" Hot Shot said. "I know's something's bugging you. What's wrong?"

"It's none of your concern, Hot Shot."

"All right...but you know, if you need someone to talk to..."

"Noted."

Before Kup could call Hot Shot a moron for trying to get sappy with Magnus, or Hot Shot could say something stupid in an effort at humor, a beep came from Omega's controls.

"We got a hit on the big red one! Autobots, roll out!"

* * *

Smokescreen had been running around in circles for hours now in search of Apple Bloom. At least, it felt that way, and they had to be far, because Smokescreen could feel the sand turning to snow beneath his tires.

"I'm starting to think we're not gonna find her, Big Red..."

Big Macintosh was solemn. He looked up through Smokescreen's windshield. "Eeh, Ah think yer wrong about that."

Up ahead in the snow was group of Changelings, the Queen visible due to her large size.

"All right!" Smokescreen shouted. "Let's put the pedal to the metal!"

Big Macintosh clung to the seat for dear life as Smokescreen picked up incredibly speed, bent on ramming the Changelings onto his hood.

"Distract them!" The Queen ordered as she levitated Apple Bloom on her back and dashed away.

"Oh come on!" Smokescreen complained. He ejected Big Macintosh out and transformed to robot mode so he could arm his blasters. He aimed for the Queen, but the Changelings he had knocked askew recovered and shapeshifted into him- complete with blaster arm out.

"Uh...oh." Smokescreen noted at the rather bad situation he was in.

* * *

One of the Changeling Queen's most noticeably features was her overbearing ego. So of course she didn't think something would stop her from escaping with Apple Bloom yet again since she had already done it once.

Of course something did.

Of course, that something was Tarn's leg.

The Queen looked up at the Decepticon sub-lord's face.

"I warned you were on the list." Tarn growled.

"So!?" The Queen demanded, getting ready for a fight. Her horn lit up with energy, and she blasted Tarn straight in the head with her brainwashing magic at full blast.

Tarn's eyes glowed green...briefly.

"Well, **that** was a **mildly painful** experience." Tarn noted. "Remove the filly!"

A gripper claw formed from the member with the 'X' on his face-Tesarus- that extended out and plucked Apple Bloom off the Queen's back. Helex dropped Apple Bloom away from the Queen.

"Just...what are you are going to do me?" The Queen demanded.

"Why..." Tarn held up his fingers, where black blades popped out of them like retractable fingernails. "We're going do to you...what the Decepticon Justice Division does."

"And...what about the filly?"

"She hasn't done anything. In fact, Helex? Take the filly away from her. No need for the young ones to see the Queen's fate."

Lo, Helex, the bulky one at Fluttershy's earlier, took Apple Bloom and marched away while the Decepticon Justice Division did their dirty on the Queen.

The Queen scrambled to her hooves, but a leather whip snapped around her back leg and brought her down. A manipulator claw grabbed her wings, and an electrical coil coiled around her other back leg. Then, just to make the image complete, a metal brace serving as gagged was stuck to her mouth by another maniupulater before she was dragged towards the D.J.D's torturous alt-modes..

* * *

"Eeeeh..." Smokescreen and Big Macintosh stood still, a Mexican stand-off, as they were quite clearly outnumbered and outgunned by so many Changelings being Smokescreen.

The Smokescreens started advancing towards the both of them. They backed away, although not really having anywhere to run.

"Can't we talk about this?" the real Smokescreen questioned. His clones pointed their blasters.

Smokescreen whimpered, closed his optics, took in a deep ventilation, and got ready to fight. "HIIIII-Y-"

"AUTOBOTS, WRECK AND RULE!"

Ultra Magnus, Kup, and Hot Shot descended down from the sky, transforming as they landed. They all fired shot well-placed shots with weapons ranging from a boomstick, to a 'quad laser' to a huge rifle.

"Hhyup!" Ultra Magnus threw his rifle into the air, and it transformed into the Magnus Hammer.

(Why someone would need to work the ability to transform a hammer that shoots lightning into a rifle is a mystery for the ages.)

Magnus slammed his eponymous hammer into the ground, where dozens of lightning bolts shot from it's head and electrocuted everyone else present- the real Smokescreen and Big Macintosh included.

The Changelings reverted to their true forms and fell to their sides, electrocuted into unconsciousness. Big Macintosh followed.

"...I had things under control." Smokescreen weakly told the Wreckers. Then he fell to his own side with a groan of metal, as knocked out as the rest of them.

"...Whups." Magnus noted.

After a while, Smokescreen and Big Macintosh came to. Ultra Magnus went to help the rookie back onto his feet, while Hot Shot took careful note Macintosh's movements.

"You all right, solider?"

"Yeah..." Smokescreen groaned as Ultra Magnus propped. "I'm fine, siiiirr...Oh holy! You're Ultra Magnus!"

"That is my name, yes."

"A legendary name! Everyone knows who you are. The leader of the Wreckers!"

Smokescreen started having a, for lack of better words, total fanboy freakout.

"I'm interacting with the leader of the Wreckers! With Optimus Prime's brother!"

Ultra Magnus' eye twitched. He struck Smokescreen upside the head.

"OW! What was that for!?"

Ultra Magnus answered by turning away and walking off in a huff.

"What's got him all riled up?"

Hot Shot put a hand on Smokescreen's shoulder. "Don't take it personally, kid. Something's been bugging him since we came outta Canterlot."

"Hm."

"We still need to find Apple Bloom." Ultra Magnus said "Kup, you take Big Macintosh back to his family while Hot Shot, I and this dingbat look for her."

"Roger." Kup saluted. He approached Big Macintosh to take him into his car seat, but the large and powerful Earth pony bucked his hand away.

"Ah ain't goin' nowhere 'til Ah knows where mah little sis is." Big Macintosh told them.

"Family...um, colt, I guess? I can respect that." Hot Shot noted.

"Big Macintosh! Big Macintosh!"

Everyone looked to the side. Apple Bloom was running fast towards them.

"Apple Bloom!" Big Macintosh exclaimed in a rare show of emotion. He dashed towards his sister and glomped her. "How'd y'all git away from the Queen?"

"Ah don't know...Ah had her spell on me, and when Ah came outta it, Ah was bein' carried by a Decepticon! He just dumped me in the snow and told me to go on mah way."

"That doesn't seem very...Deception-ish." Smokescreen said, facing Ultra Magnus. "You think we should be concerned, sir?"

"It doesn't matter." Big Macintosh said. "What matters is we got Apple Bloom back, safe and sound."

"Yeah..." Magnus said quietly. "Autobots, return to Canterlot for drop-off of recovering missing persons."

Ultra Magnus transformed and drove off slowly, leading Smokescreen and Hot Shot to wonder what was still gnawing at him. In truth, seeing Big Macintosh and Apple Bloom- seeing siblings reunited- had shook Magnus, emotional exposed after the event with Orion earlier today...

* * *

Starscream and his entourage made their way through the snowy wasteland, so far away from their foothold in Apploosa.

Trixie grunted when her wagon suddenly hit something in the road. "Hey! Who is so insolent that they would stand in the way of Trixie's wag-AAAH!"

Trixie screamed at what she saw. The remnants of the Queen after the Division was done with her.

(Let that sink in for a moment...)

"What's causing the slow-down?" Starscream demanded, transforming and landing. Trixie whimpered and pointed at the Queen's corpse.

Starscream's optics widened. Even he was used to multualtion quite on this...level. It couldn't be called that, even. The level it was on was so high it broke the level meter. But Starscream adjusted to it and 'hmm'ed.

"What is this creature, exactly?"

"It's a Changeling." Trixie managed to stutter out between breaths. "It feeds off ponies' love for each other."

"Hm. Interesting. And the horn..?"

"It works the same as -a unicorn horn, as far I know."

"Hmm. Ah!"

Starscream got an idea. An awful idea. An awful, wonderous idea.

He rasied his claws, bent himself, and slashed at the Queen's head. Starscream rose back up to full height, a severed Changeling Queen horn in his graps. His chest panel and the Mini-Con that had been acting as such moved and transformed until his Spark was visible.

Starscream, without fear or caution, rammed the horn straight up into his Spark, right next to the Dark Energon ocupying the nearby space.

"Hhhhoh!" Starscream moaned as the power began filling into him. "Yes!"

His optics flashed a brillant green.

* * *

Back at Ponyville, Rainbow Dash was flying about. She had decided she wanted to share with her lover's chocolates with Fluttershy, so as to devalue their sentiment.

Of course, she wasn't ready to see Fluttershy's utterly shredded lady-bug mode sparking on the ramp that led to Fluttershy's cottage door.

"Fl...Fluttershy?" Dash stammered, landing gently in front of her.

"Oh!" Fluttershy exclaimed, still ticking. The torn-apart ladybug pulled itself together...loosely, and transformed into a very Energon-covered Fluttershy, with the fuel dripping down her cheeks. "Are they gone?"

"Is who gone?"

Fluttershy did a double-take. "Oh, okay. They're gone. Oh, Rainbow Dash! It was awful! There were these very big scary Decepticons that wanted to murder me for me feigning loyalty to Megatron! I managed to trick them by converting into my beast mode and lowering my signals down, but it was nerve-wracking!"

"Hey, hey." Dash said, rushing to her friend's side. "It's okay. They're gone now. Here, I came by to share with you these chocolates."

Rainbow Dash presented the heart-shaped box on her tail.

"Oh, Rainbow Dash!" Fluttershy exclaimed, blushing. "You shouldn't have..."

"Indeed you shouldn't!"

Both pegasi weren't expecting a pony in a haz-mat suit to gallop towards them.

"We've receved information from a baby dragon that suggests that box is part of a group that contain spiked chocolates with spores of unknown origin inside them. Please, allow me to take it for testing."

"Oh. Of...course, officer."

Rainbow Dash surrended the corrupted chocolates without a fight.

* * *

Rarity was sewing together another dress for another client when she heard a knock on the door.

"Coooming!" she said in sing-song. "Don't touch that dress, Sweetie Belle." she added to her little sister as she went to answer the door. She was really not expecting who she saw on the other see.

"Miko! Rafael! What are you doing here on Equestria!?"

"Well," Miko drawled, "You remember when I said if you didn't come to visit, I'd kill you?"

Rarity frowned."Oh, please! My sister is here!"

Miko patted Rarity's chest. "I'm joking! Eesh, Rarity, lighten up. Me and the bots all figured it would be easier for us to visit you. You know, since WE are the ones with the Space Bridge and all."

"And Rafael?" Rarity questioned, turning to look at him.

Raf scraped his foot nervously. "I missed you."

"Oooh!" Rarity cooed at Raf's adorability.

"Rarity?" Sweetie questioned. "Who's there- what are those?"

"Oh, Sweetie Bell!" Rarity exclaimed. She motioned for Miko and Raf to step inside. "These are friends of mine, Miko and Rafael. Miko, Rafael, meet my darling sister, Sweetie Belle."

"Whazzap?"

"Hello..."

"Hi!" Sweetie Belle raised an eyebrow. "They look kinda weird."

"Of course they look weird. They're ailens."

"Ail...eeens?"

Rarity shook her head. "Never mind. Rafael, why don't you familiarize yourself with Sweetie while Miko and I talk Wrecker talk?"

It was Raf's turn to raise an eyebrow. Exactly what could Rarity have found on Equestria that would be any interest to any Wrecker? Despite this, he approached Sweetie Bell. Sweetie being an equine creature, she was still intimadatingly larger then him 'spite her young age. She was actually more intimadating than her fully-grown sister, in a way, being closer to his size.

"You're...kinda cute." Raf muttered in an attempt at conversation. Sweetie stared blankly, getting to the point that Raf was about to ask if she was okay.

"You think I'm cute?"

"Well, yeah. I think Rarity is pretty, too. I guess it just runs in your family."

"Say, Miko?" Rarity questioned. "Did anypony else come to Equestria with you?"

"Well, now that you mentions it, there was one guy..."

* * *

Back in Canterlot, Twilight and Shining were enjoying a leisurely stroll along one of its many bridges.

"I'm so glad you embraced being a Terropony when you did." Twilight expressed. "If you had kept on, the Dark Energon would've started trying to reject you instead."

"Yeah." Shining murmured. "Just beacause I accepted it doesn't mean I have to like it."

Twilight made a disappointed noise. "Oh, well. I guess you just don't feel it the same way I do."

"You actually...feel it, Twiley?"

"Yeah!"

"Twiley?"

"Yes?"

Shining pointed to the other end of the bridge. "What's that?"

Twilight looked.

Standing at the other end of the bridge, with his hands in his pockets and uncertainty all over his cheeks, was one Cody Burns.

Twilight's eye twitched. She whipped around and lashed at her brother. "Shining, that is a disgusting creature, and I would appreciate it if you had your guards remove him with as much unnessecary force as possible!"

Twilight turned around and stomped off.

"Whoa." Shining whistled. He turned back to Cody. "What did you do to her, kid?"

Cody signed. "I made her like me without meaning to."

"Oooh!" Shining winced, understanding Cody's plight. "That's rough, buddy. Why don't you try to talk to her?"

Cody raised an eyebrow. "Did you not notice what just happened?"

"Right, right...um. You know what?" Shining thwacked Cody on the back with his hoof towards Twilight's direction. "Just try, okay?"

Cody nodded. "Twilight!" he shouted, running towards the start of the bridge.

Twilight was still by the bridge's lip, but she made no effort to let Cody know she heard him.

"Twilight!" Cody said. "I talked to the Autobots."

"That's nice." Twilight hissed.

"I figured out something. That ambush you thought I led you into? That was sort of the last straw for you, wasn't it? Sure, you had some bad experiences with humans before that, but...it was me betraying you that made you think all humans are bad, wasn't it?"

Twilight turned her neck around to look at him. "You're awfully analynical for one so young."

"I get lucky sometimes. But you need to know: That ambush was Kade's idea, not mine."

Twilight glared. "Do you expect that knowing that will just make me forgive you?"

Cody signed and hung his head. "I don't. But I was hoping..."

Cody turned around and walked towards the end of the bridge Shining was on.

"GGAAAAH!"

"Twilight!?"

Cody felt himself forcefully jerked back by the hood of his jacket, and he was pressed into Twilight's chest, her Unicronian wing wrapped around him like a comforting hand. Twilight nuzzled his head.

"Why can't I quit you?" Twilight sharply demanded of him.

"Uh, I have no idea what that means."

* * *

Starscream and his entourage stood by a cliff. A very particular cliff. The cliff Starscream had been looking for. The cliff where stood the still-standing ruins of the unicorns' castle before the founding of Equestria.

"Why is this place so special, Lord Starscream?" Flam questioned.

"Because, Flam." Starscream answered. The Seeker was looking at the view offered by the cliff, where abandoned hoods and other cloths were lying, untouched by time since the day they were tossed aside by captured Earth ponies. "A pony told me of how ponies who lived here lived in constant hate and disharmony...and where there's hate, there's war. Where there's war, there's death."

Starscream levitated his Dark Energon cluster off Trixie's wagon using the Changeling magic he absorbed. He had mastered it quickly, thanks to Dark Energon's tendency to leech and draw power from nearby sources to better it's own purposes.

Starscream levitated the chunk high, high into the sky and let it drop to the vast snowy field below. Falling from such a height, the Dark Energon had more than enough momentum to plow straight through the ground and sink itself deep inside the frosted earth.

The Dark Energon's influence spread as fast as Dark Energon influence spread. Which was pretty damn fast.

Cracks in the earth spread from the impact, lighting up in the same starry glow as the Dark Energon infested Earth and Cybertron.

Black hooves punched their way out of the ground. Followed by the rest of the ponies' bodies, painted over in black not only from age, but also from the Dark Energon now moving their corperal forms that lost their souls more than a thousand years ago. The window of oppurtuniy for their limbo as explined by Twilight having long passed. Unicorns, pegasi, and Earth ponies alike burst out of the ground, Dark Energon aglow in their veins.

They quickly started attacking each other, their hatred for the ponies who were not of their own sub-race undampered by time or Dark Energon.

"What are you doing!?" Starscream demanded. "I resurrected you, not so you could fight each other, but so you could serve me and overthrow Princess Celestia!"

All of the unicorns on Starscream's gang eyes widened. They had no idea Starscream's plans reached that far up the power structure.

Starscream's optic twitched as his brillant plan was undone before it had began.

"I...am Lord Starscream, Emperor...of Destruction. And **you...will..._OBEEEEEEEEEEY MEEEEEEEE!_**"

Starscream's insignia began glowing violently (-no, that's not a typo.) and shot three beams of light into the sky. A ring of purple Dark Energon fire burst out from his feet that washed over everything in range- the undead ponies below, Trixie, Flim and Flam and the Super Speedy Cider Squeezy 3000. In particular, the wave spread Dark Energon through the last four parties, giving them advanced levels of corruption in a matter of seconds.

Still, it wasn't enough to equalize them with Twilight. Twilight had Unicron himself inside her head.

But that aside, the ring was such an impressive display of power that the Terrorponies below were brought to heel.

"**Hahahahahaa! YES!**" Starsceam boasted, pumping his fist into the air. "Now this- THIS is a TRUE armada worthy of being my army!"

Starscream's gloating was cut short by the sound of wailing.

"Will you knock off that infernal wailing!?" Starscream demanded his lieutenants.

"It-it's not us, Lord Starscream!" Flam tried to reassured him.

Starscream put his claws on his hips. "Then who...is it!?"

Flam pointed upwards. Starscream directed his gaze such.

Up in the sky, forming snowstorm clouds all around, were wailing, howling ghostly things. They looked more like Earth(ling) horses then ponies, with longer snouts and thicker chests. But where there should've been calves, was instead ghostly tails.

"What are those!?"

"Windigoes!" Trixie exclaimed.

* * *

Twilight and Shining Armor brought Cody to meet up with Optimus. Shining decided to interact with them both in the most naturally way possible.

"Shining!" Twilight whined. "Do you have to show Optimus and Cody all this pictures from my foalhood?"

"As your big brother, it's my job to show all your friends embarassing pictures from your foalhood!"

Before Twilight could protest further, her's and Shining's horns suddenly lit up brightly and they both fell to their sides. Cadence and Cody rushed to their aid as they started making moans that a boy Cody's age should probably not be around to hear.

"Twilight..." Shining said once their fit had stopped. "What was that!?"

"That," Twilight answered. "was Dark Energon. And a lot of it..."

* * *

A Cybertronian terminal computer was not, in of itself, complex. To Cybertronian standards, at least. It was a simple machine, meant for carrying date from one port the next and not much more than that.

Which is what made it so perfect for testing Shockwave's theory.

All around in the mad scienetest's lab, Changelings had been stuck to the walls, their limbs bound together and some twisted cables made by Shockwave's dark sciene attached to their horns.

"Unplug the terminal." Shock ordered the Decepticons. Blackout stepped forward and yanked the plug carrying power to the computer, causing the machine to shut off.

"Activating macheriny...this is Changeling-power test in three, two, one..."

Shockwave threw a lever.

The Changelings hissed and shrieked in pain as the cables began to forcefully harvest their magic from their horns from them. Green energies were carried along from the cables to the terminal, bringing it back on-line, but it's on-screen display was Changeling green rather than Decepticon purple.

"Sucess!" Shockwave exclaimed. "Success!"

"Now what do we do?" Barricade questioned.

"Now...we go full-scale. Return to Equestria! Find me more Changelings! By the THOUSANDS! Then...we put our names down in history as the engineers of Cybertron's salvation! ...Well, I will. You're not engineers."

It didn't take long for Shockwave's demands of Changelings by the thousands to be met. The Decepticons quickly pinpointed the dead forest where most the Changelings were sent after their failed attack on Canterlot.

Thanks to Bruticus, of course. Oh, the Changelings tried to replicate him, certainly, but they only mimiked his body and size: They couldn't replicated the broken merging of individual minds that was what truly formed Bruticus' unstoppable rage.

So, Decepticons, Vehicons, Insecticons, were all invited to see the set-up Shockwave had made at one of Cybertron's once-grand outdoor stadiums. Panels and panels and panels, painted green to match, suspsened in mid-air via posts, all with bound and gagged Changelings writhing in fruitless bids for freedom.

Shockwave began to deliver a speech.

"Decepticons!" Shockwave shouted from the podium. "Long ago, when great Megatron began the Decepticon crusade, he used Dark Energon in his quest. As a result, our beloved home of Cybertron...was extigused. Some have argued Megatron was saving Cybertron. That it was our war with the Autobots that destroyed. But rest assured, my fellows! After we pull these switch, you can play the blame game all you wish, as it won't matter anymore! For Cybertron shall LIVE-AGAIN!"

Shockwave, Blackout, Barricade, and the Combaticons all grabbed levers.

"Before we throw this switches and begin our home's restoration, are there any who object to the idea of using these creatures?"

The crowed chorused approval of Shockwave's scheme- or disregard for the fleshy Changeling organics' fate.

"PULL!"

Shockwave and his inner circle pulled down the levers.

The crackling sounds made as the Changelings' magic was forcefully drained out of them were audible from space. Or would, if sound traveled in space. The flashing light was nearly visible from the same distance as well.

The Changeling magic traveled along pipes that the Decepticons had set up to reach down all the way into the Core of Cybertron, where Dark Energon was just waiting to be purged.

The Changeling magic had actually quite a positive effect on the inner workings of the planet itself as it traveled down. It was, in a sense, a kindred spirit as both Changelings and Cybertronians were shape-shifters (though of different varietes.)

The Core, once the magic had reached all the down, began to glow green as Changeling after Changeling was sacrifcied to the machine. Now given power, the Core reactived and purged itself of Dark Energon with some well-applied blasts of magic.

What was supposed to have taken millions of years was being done in less than hours.

The Core sent it's new magic throughout it's veins- the very veins of Cybertron itself. In minutes, the planet was glowing green. Broken machinery began to work and repair itself. Buildings transformed themselves into a operational- or at least more appealing- state.

The Core let out a pulse, sending an encoded message directly into the brains of Cybertronians across the solar system-systems, no matter how far away, with the one simple message.

"Come home."

And if one were to pass by in a starship, they could see as Cybertron's surface was lit up again- not with Energon, but with Changeling magic.

A little deeper in at an abandoned alleyway... the Old One, the Autobot-alinged near-god, very much alive Alpha Trion...was mortified.

"Shockwave, what have you done!?"

* * *

The Wreckers, plus Smokescreen and the Apple siblings, were almost out of the snow and back into the desert.

"Heey..." Apple Bloom said. "What's that in your rearview mirror, Smokescreen?"

"That? That's a..." Smokescreen's rearview mirror adjusted. It was showing three beams of purple shooting off into the sky. "I don't know what that is."

"Hmm." Ultra Magnus swerved around to examine the pillars.

"Should we investigate?" Smokescreen asked.

"Nooo."

"Oh. Okay."

In an example of cartoon physics, Ultra Magnus reached over with his front wheel and slapped Smokescreen's hood.

"I was being sarcastic, you moron. Of course we're going to investigate it!"

Kup opened his door and ejected Big Macintosh.

"You, however, will be taking Big Macintosh and Apple Bloom back to Canterlot." Ultra Magnus amended. "Applejack needs to know her family is safe."

"But-!"

Ultra Magnus rammed into Smokescreen, throwing the smaller race car about.

"That's an order." Magnus growled coldly. "You get those ponies back home, or I will salg you myself!"

"Whoooa..." Smokescreen gaped as he watched the rearview of Magnus' trailer disappear. "What crawled his tailpipe and died?"

"Sumthun' went on with his brother." Big Macintosh concluded.

"How do you know that?"

"We're all ponies deep down." Mac said like an old man. "An' Ah can tell when a pony is havin' trouble wit' his brother."

"Mm." Apple Bloom grunted at her brother's wisdom. "Say, wut do y'all think those purple rays were, anyhoo?"

"Who knows? Ultra Magnus will take care of it." Smokescreen said.

They kept on in silence for awhile, the only sound being the hum of Smokescreen's engine and the ocanisonal gust of wind.

"Darn it, Apple Bloom! Now you've made me all curious!"

Smokescreen swerved around.

* * *

At the snowy ground leading to the old castle of the unicorns, the Wreckers pulled up. They were greeted by the sight of absolutely nothing except a big old castle atop the plateau.

"There's nothing here!" Hot Shot complained. "We drove out all this way for nothing!"

"All right, Autobots..." Ultra Magnus said. "Let's head back- wait, what's that noise?"

Up on the plateua, the castle's gate fell down. Its chains should've rusted and broke already, after not having been used for so long...

"CHAAAAAARRRRGE!"

Starscream's Terrorpony horde came stampeding out. The Flim Flam Brothers' cider machine led the charge, followed by Trixie's wagon and Gilda overhead. Starscream had taken them inside to organize his army before he marched on to Canterlot. The Seeker himself flew out slightly behind Gilda.

"So...what should we do here? I mean, what's going on?" Hot Shot questioned. For all the Wreckers knew, this was just some sort of werid pony holiday where everypony dressed up in black paint.

"Hey!" Trixie shouted, pointing. "What're those!?"

"Those look like...Autobots!" Starscream realized.

"Which are..?"

"Our enemies. DESTROY THEM!"

Starscream fired a rocket down a them, making it clear to them this wasn't a holiday of any sort.

"Autobots, ROLL FOR THE WRECKAGE!" Magnus commander. The Wreckers transformed and primed thier huge freaking cannons.

Starscream exclaimed at the sight of Ultra Magnus. His fear was so bad that his jet mode shook unsteadily.

"Lord Starscream?" Flim questioned. "What's wrong?"

"Those aren't just any Autobots! Ultra Magnus is there!"

"Is that bad?"

"Oh, yes."

Flim and Flam jumped off their machine and joined in the stampede on hoof.

The Super Speedy Cider Sqeezey 3000 rolled ahead of the stampede and jumped, transforming in mid-air as it do. A side effect of its being infected by Dark Energon. It's robot mode was built like a steampunk pony android, with bronze gears visible in it's legs and a pair of Bumblebee-style optics in its head. It's over-all size was about enough to reach an Autobot chest with it's head.

It charged straight at the Wreckers.

Hot Shot cocked his quad laser thing. "I've got him." the blue car charged right back at him and pounded the atrocity in it's chest.

Ultra Magnus jumped, clearing an huge patch of land with a single bound and slammed his Magnus Hammer into the ground. The typical, expected lighting-shockwave flared out and electrocuted some of the front infantry of the Terropony horde.

"Nhhaa!" Starscream growled. He transformed and landed in front of Ultra Magnus.

"Starscream?"

"The one and only!"

"What happened to you?" Ultra Magnus questioned.

Starscream's robot had taken some sort of turn for the worse. His hunch was more prominent, his eyes were glowing light blue, and ice was coating the edges of his wings.

"Oh, well...when I brought back my little ponies here, these creatures called Windigoes came around to start feeding on their hatred. They were so grateful to me for restoring their food supply they gave me some of their magic!"

For an example, Starscream held his claw and literally blew Magnus away with a powerful gust of cold wind.

"Pftf," Magnus scoffed as he got back up. "I have a hammer that shoots lightning. You're gonna have to pull out something pretty to impress me, Starscream."

Ultra Magnus launched his arm-rocket at Starscream, who held out his other claw and grabbed the rocket in a green glow.

"Pretty enough for you?"

Starscream threw the rocket back towards Magnus, but the Wrecker was quick on the draw and fired his cannon before his own projectile could reach him.

Smokescreen pulled up around the rim of the battlefield, staying out of sight before Magnus caught him and lived up to his promise.

"Wut's going on!?" Apple Bloom exclaimed.

"It looks like a bunch of pony zombies and...Starscream (!) are fighting the Wreckers?"

"Who's that?"

"One of the meanest Decepticons ever. I heard all sorts of stories about the stilletoed-toed creep back on Cybertron."

"We should do sumthun'!" Apple Bloom exclaimed.

"Are you kidding? It's your fault I even came here in the first place! If Ultra Magnus finds out I'm here instead of-"

"Well, what have we here!?"

Trixe, Flim and Flam all encircled around Smokescreen.

"Looks like another Autobot."

"What's he doing out here by himself?"

"Ah'll handle this." Big Macintosh told Apple Bloom. The red stallion exited the door and stared Trixie down. Flim and Flam narrowed thier eyes, recognizing him.

"Well, well, well! This farmer pony thinks he can defeat us, don't you?" Trixie taunted him.

"Eeeyup."

"Ha!"

Trixie, Flim and Flam all fired purple beams at Big Macintosh, who ducked. The beams exchanged paths in a triangle and knocked Trixe, Flim and Flam all onto their sides. Apple Bloom and Smokescreen gave Big Macintosh compliments on his excellent takedown.

Things weren't going so well on Magnus' end. Starscream throwing back everything Magnus threw at him.

"Well, this has been fun, but I really must make sure my army is properly led." Starscream said. He snapped his claws, and one of the worst things imaginable landed in front of Ultra Magnus.

A Princess Terrorpony. Odd, as they were no known Princess during the time of most the ponies that Starscream resurrected. It was, in fact, a little taller than Celestia, its wings were like fins, and it's mane an aurora borealis. Red mist was coming out of its muzzle, and its royal regalia was rusted over. The result made the jewerly look copper, refusing to look any less impressive from it's age.

"That doesn't scare me." Magnus growled. He fired his reloaded rocket at the beast. The Terrorpony Princess responded by blowing apart the missle in mid-air.

"I grow tired of this." Starscream rasped. He flexed his claw, bringing aglow with Changeling energy. "You know, I'm told Changeling magic has the capacity...to brainwash."

Ultra Magnus laughed. "Ha! I don't care how many different magics you have. You're not controlling me, Starscream!"

"We'll see about that."

Starscream fired a beam that hit Magnus square in the head.

"Oh, scrap!" Smokescreen swore, observing. "If Starscream brainwashes Ultra Magnus, we're all going to the scrapheap!"

Magnus' optics flashed green, rolled around, then stopped. He groaned and rubbed his head sorely. "I'll admit, 'Scream...that hurt."

"Hurt?" Starscream questioned. "It's not supposed to hurt, it's supposed to brainwash you!"

Starscream fired another blast, with the same result. Ultra Magnus groaned again. Starscream kept blasting until Magnus fell to his knees, dropping his Hammer with a loud thunk. Refusing to go down so easily, Magnus shakily aimed his rocket at Starscream again and fired, but his unsteadiness cause the rocket's trajectory to fly right over Starscream's shoulder.

"I just took down Ultra Magnus." Starscream realized with a growing smile on his face. "I JUST TOOK DOWN ULTRA MAGNUS!"

"So?" Gilda questioned.

"SHUT UP! THIS IS A VERY BIG ACHEVIMENET FOR ME!"

"MAGNUS!" Kup shouted. He blasted apart one more group of Terrorpony infantry and ran for Magnus' aid, but the Princess blockaded him and blasted him

down. Hot Shot wasn't doing much better against the Super Speedy Cider Sqeezy 3000, either.

"Oh...not good." Smokescreen whimpered.

"Smokescreen, ya gotta do sumthun'!" Apple Bloom begged.

"No! I was okay with staying while Magnus didn't see me, but when he sees that I disobeyed a direct order for himself, he'll"

"Smokescreen." Big Macintosh interrupted. "Ah think y'all should try."

"Try what, exactly!? Did you not just see that 'Con take down one of the greatest Autobots of all time!?"

Big Macintosh pointed. "That hammer seems mighty powerful on its ownsome."

"What!? No. No way. That's the Magnus Hammer! That's a holy relic of Optimus and Magnus' family line! I can't use it."

"Ya gotta try!" Apple Bloom begged, making her eyes as pleading as possible.

"...Oh." Smokescreen folded against Bloom's eyes. "Stupid pony optics." he ejected Apple Bloom out his door and transformed. "But you both stay here."

The two nodded.

Smokescreen made a mad break for the Hammer, passing Hot Shot along the way.

"Hey!" Hot Shot scolded. "Magnus told you-"

"I know what Magnus told me!" Smokescreen cut him. "I'm trying to save the day!"

Thankfully for Smokescreen, Starscream had turned away from Magnus and was walking up the cliffside back towards the castle. Smokescreen dropped and slid towards the Hammer, which was extremely heavy.

Smokescreen facepalmed. "Of course it's heavy. Why wouldn't it be?"

Smokescreen noticed a small handle built into the side of the Hammer. Grabbing it, Smokescreen found the Hammer much easier to lift.

"Oh...this way keeps the weight of the Hammer more like this, so weaker Autobots can lift it!" Smokescreen exclaimed, awed at the hammer's simple, yet effective design. Smokescreen steadied the Hammer in his grasp and looked at Starscream, whose back was turned.

Apple Bloom could just hear the opening cords of Stan Bush's "The Touch" going off. ("Wut's that noise?")

Smokescreen grinned, raised the hammer over his head, and charged.

"Hammer, meet nail!"

"Wha?" Starscream questioned, turning around.

Smokescreen smacked him straight in the chest, causing the Mini-Con Starscream had used to repair his chest to come flying off and for the the scythe to drop out of Starscream's storage.

Smokescreen, feeling a rush coming on, used his energy to twirl the Hammer around and around before tossing it at the Terrorpony Princess. The Hammer lit up blue with energy as it pinned the Princess to the ground beneath its massive head. The Princess shrieked as the Hammer activated, pumping jolts of lightnging into her. The Hammer charged up power, then released a huge lightning-shockwave that blew apart all the pony-zombies around, ending their threat.

Perched on the castle terraces, the Windigoes saw the lighting surge coming toward them and decided to practice the better part of valour and cut thier losses by getting the scrap outta here.

"Uh..." Kup groaned as he limped towards Smokescreen with his hand on his shoulder. "Ya may have disobeyed a direct order, kid, but ya did good.

"YEAH!" Hot Shot cheered. "That was AWESOME!"

Ultra Magnus came to, still rubbing his head sorely. He looked around and notice a distinct lack of undead pony hordes.

"W-what happened?"

Trixie, Flim, Flam and Gilda all regrouped and attempted to follow the Windigoes example, but metal blue foot barred thier way.

"Where do you think you're going?" Hot Shot questioned. "You're under arrest!"

"Ah!" Flam said. "You can't arrest us! You Autobots have no authority on Equestria!"

"Actaully, we do. Our leader, Optimus Prime, has been engaging in several friendly chats with Celestia. I'm _sure_ they'll understand."

Realizing that there was no way the four of them were going to get away from this without any punishment, their jaws did a collective drop in horror as they imagined what terrible fates awaited them.

* * *

The Wreckers, plus Smokescreen, all gathered their bearings and returned to Canterlot, eager to share their tale.

"Apple Bloom! Big Mac!" Applejack exclaimed at the sight of her siblings. She was so happy to embrace them again she forgot to lecture Apple Bloom for runnin' off like that.

"Sounds as though you had quite the adventure." Celestia said to Smokescreen.

"Yeah." Smokescreen said, patting himself on the back. "But I couldn't have done without Apple Bloom."

Apple Bloom smiled at Smokescreen, then turned to her siblings to plead. "Oh, Big Mac! Applejack! Can Ah keep 'im?"

Big Macintosh, having no experience with this sort of thing, turned to Applejack.

"Ah don't know, Apple Bloom. Owning an Autobot is a big responsiblity..."

"Oh, please? I'll feed him and water him and wash him every day!"

"Hey, hey!" Smokescreen objected. "I'm not your pet!" Smokescreen's attention was drawn away from Apple Bloom by the sound of metal footsteps. Turning around, the new recruit gasped at what he saw.

"Smokescreen." Optimus addressed him. Prime's optics drifted towards Smokescreen's shoulder. "I see you received your training from the Autobot Elite Guard."

"Yes, sir!" Smokescreen saluted. "Though by the time I got there, place wasn't much more than a boot camp."

"Mm. Regardless, I have heard your tale of how you faced Starscream's horde of mindless Terrorponies. Congratulations are to be in order."

Smokescreen took in a deep breath, signed, and saluted. "Thank you, sir." Smokescreen turned away to gush. "Saving the world and meeting Ultra Magnus AND Optimus Prime!? Could this day get any better!?"

"Smokescreen! Smokescreen!" Scootaloo and Sweetie Belle came galloping towards him with something covered in a tarp. "We heard all about it from Apple Bloom, and we start making this as soon we could!"

Smokescreen crouched down and lifted the tarp off. He put his hand to his mouth, overcome with emotion.

The 'something' was a stained glass window, depicting Smokescreen kneeling with the Magnus Hammer in his hands, Starscream and the Terrorponies blown back by a ring of light.

"Where's MY window?" Magnus grumbled. "I mean, it was MY hammer, after all..."

Optimus put his hand on his brother's shoulder. "I am certain that Sweetie Belle and Scootaloo would be happy to make a window showing how Starscream used Changeling magic to defeat you."

Ultra Magnus puckeedr his lips and blushed Energon. "Ehh...windows are overrated, anyway."

Twilight sneaked in under the laughter gave Cody a smooch on the cheek.

"Twiley!" Shining exclaimed at the inter-special affection.

"It was the Dark Energon!"

"Maybe." Cody admited. He pointed his finger at Twilight. "But you WANTED to do that, didn't you!?"

"Oh...I...just remembered I have somewhere to be! See you later, B.B.B.F.F!" Twilight ran off.

"B.B.B.F.F?" Magnus questioned.

"Big Brother Best Friend Forever." Applejack explained.

Magnus leered at Optimus. "Hey, how come I don't have a fancy title like that?"

Optimus stared, smiled nervously, patted Magnus on the back, and turned to walk away.

"What? Am I just not_ good_ enough to be a L.B.B.F.F. or- or a Y.B.B.F.F? Optimus? Optimus...? OPTIMUS, I'M TALKING TO YOU!"

Ultra Magnus stomped after Optmus with his fists in the air, prompting everypony else to laugh. Hot sShot seemed relived Magnus was back to his old self.

No one really noticed as the Decepticon Justice Division's ship leaving the atmosphere in the sky over the distance...

* * *

Beneath Canterlot...in the mines Twilight's friends had found the Ultra-Energon...

"Uhh..." Starscream weakly groaned as he re-awoke. "Ah! Wha...?" Starscream noticed that he was stuck to a wall with Cybertronian energy restraints. Surrounding him were various tools of scientific nature clearly meant for dissecting.

"Hello, Starscream!" Twilight greeted. "Thanks for bringing me my Dark Energon all the way from Earth. You must have been traveling for days!"

"Eh, you're welcome?

"Eh...what's that camera for?"

"Oh, yes..." Twilight cooed. "There was this Decepticon...I think his name was..Yarn? Anyways, he was trying to kill Big Macintosh, but I tried to bargain with him, and wouldn't you know it, he just so happens to really, really hate you! So, I'll be recording this for his amusement.'

"You're not, eehe..." Starscream chuckled nervously. "Still upset about my lying to you and your friends, are you Twilight?"

"Oh no!" Twilight mockingly assured him. "You just made my fight a war against my closet friends is all. How could I_-possibly-be-upset-about-that!?_" Twilight pounded the instruments into Starscream, punctuating her every word. "Oh, I should mention, we're going to dissect you so Celestia's School for Gifted Unicorns as Decepticon biology on hoof to study! We regret to inform you that you are unlikely to survive the process, and thank you in advance for sacrifice."

The tools began drilling into Starscream, causing him to scream.

"_AAAAAAAAAAAAH!_"

After taking a moment to adjust to the pain, Starscream resigned himself to his fate and sighed.

"I just can't win, can I?"

"Mm." Twilight said. "No, not really."

The End!

* * *

**Author's Notes for "Defiance"**

**I was going to have a really awsome fight scene where Starscream used the scythe against Magnus' hammer, but it didn't make into the final draft. Oh yeah, said scytche and the Mini-Con Starscream uses to patch his chest are Hades and Balo, respectively.**

**I was also going to write a song, but then I cut it out, but then I put it back because that would be cutting a song out a MLP/TF fic, and you just don't DO that! That said, the song is kinda truncaited, but I wanted to get the stress of releasing this chapter off my mind.  
**

**I was kinda half-tempted to make this whole thing another 'Bonus Story', but waaaay back in Act 1 I said Starscream was going to have a "spectacular performance: in Act III, so I put it here. That line was referring to this! The Reign of Starscream! Which I had been planning since half-way through Act II! Changed slightly from planning stages to execution as new episodes were aired!  
**

**The real intended 'focus' of the story was really supposed to be Starscream pulling off a master plan the way he did in Marvel Comic's "Dark Star!" storyline, as well as focusing on other "non-primary" characters like Big Macintosh and Ultra Magnus.  
**


End file.
